Prime 10
by LibraryNexus
Summary: Jack has always wondered who his dad was. Turns out he was also involved with aliens. And when Jack gets an old gadget that belonged to his father, the Autobot/Decepticon War takes a whole new turn...
1. Prologue

_**Before I get into this fic, I have to point a few things out. This story takes starts five years after Alien Force and takes place in an universe where Ben's identity was never revealed and Omniverse didn't happen. However, I will be adding in some aliens from Omniverse, with the first one in this chapter. Also expect aliens of my own making. With that said, let's get on with the story.**_

_**I don't own Ben 10 or Transformers Prime.**_

Prime 10: Prologue

Deep in the far reaches of space, there floated a ship. This ship was shaped like a tuning fork, with red energy flickering in between the points. This is a Chrimerean Hammer-class warship and it is currently the battleground between two very powerful foes.

A shockwave rippled through the ship as the two combatants crash through the hull. One is a green alien, dressed in red battle armor. His head resembles an Earth squid and a breathing mask covers his face, except for his beady red eyes. This is Vilgax, the conqueror of ten worlds, one of the most feared beings in the galaxy.

His opponent is a thirty-foot robotic humanoid, with glowing green canisters on his oversized arms. This is Atomix, the newest form of Ben Tennyson, the Savior of the Universe, wielder of the Ultimatrix, and Vilgax's oldest foe. This is the latest fight in a series of battles that has lasted for almost ten years, when Ben first found the Omnitrix, an alien device that could transform its wearer into any sentient life form in the galaxy, when he was ten. Now, at age twenty, he was still locked in combat with his childhood foe.

Atomix hit Vilgax with another punch. _**"Ready to give up, Vilgax?" **_he asked.

The warlord growled. **"I will never surrender to you, Tennyson!" **he snarled.

Atomix shrugged. _**"Well, I had to try."**_

Vilgax gave off another snarl and charged the alien hero, and the two were at it again. When they once again broke apart, Vilgax spoke into a communicator built on his arm. **"Computer," **he said, **"When ready, fire main weapon."**

"_**What?"**_ asked Atomix.

Vilgax smirked behind his mask. **"I have a quantum gravity cannon aimed right at Earth," **he said. **"At this distance, we will be in the perfect position to watch your puny home world crumble into dust."**

Atomix was horrified. _**"NOOO!" **_he cried. _**"I will not let you!"**_

"**You're too late, Tennyson! It's over!"**

Atomix stood still for a moment, frozen. Then, he whispered one word. _"Julie…"_

Suddenly, the canisters on his wrists and the Ultimatix symbol on his chest glowed even brighter. He shot forward, ramming Vilgax, and sending them both crashing into the ship, right into the engine room.

Vilgax got back to his feet, while Atomix floated. _**"Time to end this,"**_he said.

Vilgax's eyes widened. **"You'll kill us both!"** he said.

Atomix nodded. _**"If that what it takes to stop you," **_he said, _**"So be it."**_ He began gathering energy and started his chant. _**"HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA-HA!"**_

There was a brief silence…

"_**FUSION VICTOR!"**_

* * *

In another part of the ship, a hurt Ben Tennyson laid on the ground. He had been blasted there by Atomix's last attack, where the Ultimatrix had timed out, right after the ship automatic systems had sealed the breach shut.

Ben had changed from when he was fifteen. His trademark jacket was gone, replaced by a white t-shirt and green cargo pants combo. He also had grown a beard and mustache, which he kept neatly trimmed.

But now, his shirt was stained red from a hit that was non-critical to Atomix, but life threatening to a human. The Ultimatrix was completely powered down, in need of a long recharged. Ben realized that he might not make it this time.

Which was the perfect time for someone to pop in and say, "Gumball?"

Ben managed to give a pained grin at the man in the white lab coat who had just appeared in the room with him. "Hey, Paradox," he said. "Did I stop it?"

The being known as Professor Paradox smiled. "Even on the verge of death, you put others above yourself, Ben," he said. He then turned serious. "You did it, Ben," he said.

Ben gave his trademark smile. "Then I'm good. I've had a good life."

"Indeed you did."

"Well, then there's one last thing to do." Ben fiddled with the Ultimatrix, and it slid off his wrist. Handing it to Paradox, he said, "Give it to my son," he said. "And tell Julie that I love her."

Paradox smiled as he took it. "I will, Ben."

Ben lowered his head. "So, this is goodbye?" he asked.

"Spoilers," was all the time traveler had to say as he opened a time portal and left.

Ben shook his head when he was alone. "Even on a man's deathbed, he has to be cryptic," he said. Then Ben Tennyson closed his eyes and waited for death to claim him.

* * *

A small group of people gathered in the small cemetery to mourn the passing of Ben Tennyson. Most of them had already left. Now the only ones left were those from his other life; including his grandfather Max Tennyson, his parents, his first crush, Kia Green, and his cousin, Gwen Tennyson and her fiancé, Kevin Levin. A few aliens came into view, a towering white alien with one green arm, one made entirely out of green diamonds, and a short frog-like alien on the shoulder of a blonde human. Standing apart from them all was a Japanese-American woman with shoulder-length hair holding a young boy. She had been hit the hardest by her husband's death, and was keeping away from the others. A black being made up of black and green circuitry stood beside her, offering the comfort it could.

"_I…sorry…Julie…" _it said in a youngish voice.

"It's okay, Ship," she said. "There was nothing you could have done."

Ship still stare at the ground. _"I…could…have…"_

"You were helping us," Kevin said. "Ben had handled Vilgax before, we didn't know it would kill him this time."

Ship didn't look convinced, but he didn't say anything else. After the crowd paid their respects, they began filtering away, until only Ship and Julie were left at the new grave. That was when a certain time traveler made his appearance.

"Fitting," he said.

Julie looked at him crazily. "How?" she asked.

"That it should rain on the death of a hero," Paradox clarified. Before either of them could comment, raindrops began sprinkling, then pouring. Without being asked, Paradox produced an umbrella from somewhere, and opened it so all four of them were covered. They stood in silence, each with their own thoughts.

Finally, Paradox asked, "Do you have a name for the child yet?"

Julie nodded. "Jackson," she said.

"A good name," Paradox said. They stood there a little more. "He told me to say that he loves you."

Julie gave a small laugh. "I'm not surprised, she said. Then she asked, "What about it…?"

Paradox pulled the Ultimatrix out of his coat pocket. "Right here," he said. "What do you want me to do with it?"

"Can you keep it for now?" Julie asked.

Paradox nodded.

"And will Jack…"

"I cannot answer that, spoilers and all. However he will not need it for a long time." He gave the umbrella to Ship. "Until we meet again." Then he vanished.

The two friends stood at the grave for a little longer. Finally, Julie sighed and walked away, Ship right beside her.

"_So…" _Ship said. _"What...now?"_

Julie was silent for a while. Then she spoke. "I was never a good Plumber," she said. "And I want Jack to live a life without aliens."

Ship looked at his life-long friend. _"Even… me?"_ he asked.

Julie shook her head. "You can come visit," she said. "I couldn't keep you away even if I tried."

Ship's eye circle rose back up and he gave off a happy chirp.

The ride back to her house was a quiet one, in respect to the hero who had fallen that day. When they got back there, the front door opened to reveal Paradox. "Glad you made it home," he said. He then turned serious. "Are you going to do it?"

Julie nodded. "I am," she said.

"Well, I won't stop you," Paradox said. "Now if you would excuse me, I've got to go." With that, he grabbed an umbrella out of the stand and disappeared.

Julie blinked, then looked to the empty stand, then at the umbrella in Ship's hand. "Did he…"

Ship's eye circle was even wider. _"Yes…did."_

* * *

And so, fifteen years pasted.

The alien presence on Earth dwindled, and then vanished. With the fate of the Ultimatrix unknown, the Plumbers base retreated to space, and most alien species gave the small planet a wide berth. Julie Tennyson disappeared after her husband's death, to give her and her son a chance at a new life without any aliens or villains.

However, this was not to be the case.

* * *

**_And that's the first chapter. PLEASE DON'T HATE ME! I don't like the thought of Ben dying anymore than you do, but I needed a reason why he isn't around when we get to Transformers Prime. Besides, did we really see him die? Can't give you any more because of spoilers._**

**_Yes, in this fic, Julie is married to Ben. I was always a fan of the Ben/Julie romance, and was kinda bummed when I found out the two had broken up._**

**_Also, for those of you wondering what happened to Ship: I figured in a few years he would have grown a bit. He isn't full-grown yet, but will be later in the story._**

**_So what do you think? Good, bad, nah? I welcome your comments. Also, send in any characters or aliens from either show you want to see. I might be able to incorporate them in._**

**_I will try to get an update up as soon as I can. Good writing takes work, and I have college to deal with. I'll try to get one up once a month, but no promises._**

**_-Bibliothekar of the LibraryNexus_**


	2. Chapter 1: While You Were Away

**_Hey, I lied. You're getting an update today! Don't expect this to be a trend though. I was inspired after I posted last chapter, and completed this._**

**_Now we are going to get into Transformers Prime. Well, not exactly. I'm splitting up Crisscross into two chapters, cause it worked out that way. In this section, Jack gets grounded and June gets a visit from an old friend..._**

**_With that said, let's get into this._**

**_I don't own Ben 10 or Transformers Prime._**

Prime 10: While You Were Away...

Jack Darby leaned back on the couch, still amazed at the direction his life was going.

Two months ago, it was pretty dull. He and his mother lived in a small town in Nevada called Jasper. His father had died a long time ago, so Jack had to help his mother with the expenses. His mother was a nurse and the sixteen-year old had gotten a job at a local fast food restaurant called the KO Burger. Basically, his life was dull.

However, life has a habit of turning people on their heads.

One day after finishing up another thankless shift at the KO Burger, Jack was getting ready to head home, when he saw a blue motorcycle sitting in the parking lot. What he didn't expect was for it to take off with him on it. And that the motorcycle was an alien robot from another planet. And he certainly didn't expect him and two other kids to be dragged into a secret war between two factions.

And yet, here he was now. He was currently in the base of the heroic Autobots, who were fighting the evil Decepticons. The Autobot forces consisted of Ratchet, a gruff old medic, who had earned the nickname of 'the Hatchet' from the other 'Bots. He was currently looking over Arcee, the lone femme of the team, and Jack's partner. She was the motorcycle that Jack had met two months ago.

Bulkhead was over in the corner, away from Ratchet talking to his partner. Bulkhead was a green mech and he was the Wrecker, or heavy hitter, of the team. He got along with his human partner, Miko. She was a transfer student from Japan and had a passion for destruction and heavy metal.

Bumblebee was the scout of the team. He was a yellow mech, and the second shortest of the Autobots. He was currently racing RC cars with his charge, Raf. Raf was the youngest of the group, at the tender age of twelve and a half. He was also a computer wizard and a skilled hacker.

The final member of the team was Optimus Prime. He was the tallest of the Autobots, with a red and blue paintjob. He was currently talking to the team's human liaison, Agent Fowler. Listening to the African-American agent talk with Prime reminded Jack of someone that his father used to work with, according to his mother's stories.

Thinking about his mom, he suddenly remembered that he had a curfew. Pulling out his phone, he checked the time.

"Scrap," he muttered. Calling over to his guardian, he said, "Hey, Arcee, I've got to get home."

The blue femme looked over at Optimus. He nodded and she transformed and rolled over to the human area. "Hop on, partner," she said.

Jack got on and the duo went through the tunnel.

* * *

Upon reaching the house, Jack dismounted and walked Arcee up to the garage.

"My, aren't you the gentleman?" the femme teased her charge.

Jack laughed. "Don't want you revved up before bed," he shot back. "Besides, mom's a light sleeper, and I don't think she'd understand that-"

"Understand what, Jack?" a voice demanded. "You breaking curfew for the third time this month?"

Jack froze, then slowly turned to face his mother, June Darby. She was dressed in her work clothes, green scrubs with a yellow coat over it all. She had shoulder-length black hair, tied back in a ponytail. She had her arms crossed and she didn't look too happy.

"Mom," Jack started.

"Or why your boss called about missing another shift at work? Or maybe the email from your Art History teacher saying you have been falling asleep in class?"

"Two words, mom: Art and History!"

June sighed. "Please tell me you're not racing that motorcycle," she said.

Jack was shocked. A few weeks ago, Vince, the local bully had challenged him to a race. Jack had accepted, but it was interrupted when Knockout, the red Decpeticon medic, had snatched Vince. Luckily, the Autobots had been able to rescue the bully, but Jack had gotten a stern lecture from Optimus. He did not want to repeat that experience.

"Where did you hear that?" he asked.

June rolled her eyes. "Small town, Jack," she said. "People talk." She sighed. "I work in the emergency room. I've seen what can happen. Please tell me you haven't fallen in with a bad crowd."

"No, no, no!" Jack said. "My friends are the good crowd! Like seriously good."

One member of said crowd rolled her optics.

June unfolded her arms and put her hands on her hips. "I let you have that bike because I was convinced that you were mature enough to manage it. However, I think you need a gentle reminder."

"Message received," Jack said. "Loud and clear. Glad we had this talk."

"Let's see if a few weeks without that motorcycle of yours will do the trick," June finished.

Jack froze again. He was grounded from riding with Arcee? That was horrible! This was the worst punishment of them all!

"But-"

"No buts, mister! You are grounded from everything except work and school. And if you want to take a bike to get anywhere, you pedal," she said, pointing to his old ten-speed rusting against the wall.

He just had to jinx himself.

"I'm serious, Jack! If I see that motorcycle out of the garage…" She let the rest of the sentence unsaid. She then sighed and then kissed her son. "Now wash up and get some sleep," she said in a kinder tone. "I love you."

She then left, leaving Jack with Arcee.

"I'll miss you while you're grounded," she said.

"Don't worry, Arcee," Jack said. "I'll visit you every day."

"Uh… Jack, I won't be here," she said. "Sitting on my tires for two weeks is not an option."

"No, no, no. You saw Mom's serious face! Look, Arcee, I feel bad enough lying to her all this time. But if she see you're not here, she'll think I'm blowing her off!"

"Don't worry, Jack," the femme assured her charge. "Your mom works late. I'll try to be back in the garage by the time she gets home."

* * *

The ground was littered with small red aliens. The yellow-eyed minions laid on the ground next to their dropped pickaxes while their boss shot randomly in the air. This orange-skin alien was known as Vulkanus. He was dressed in a purple bodysuit that was covered with scorch marks. "Stay still, will ya!" he shouted.

"_Now why would I do that?" _a cool voice answered and his opponent dropped in front of him. It was about as big as his opponent, and was black with green circuit patterns all over it. Its one green eye was narrowed.

_"__Let's dance!" _it said and charged the orange alien, knocking the blaster out of his hand. The two foes traded blows for a while, until the black one grew tired and grabbed his opponent's hand. The purple suit was covered with green and black tar as Vulkanus' eyes widened.

"No!" he cried as his suit shot him out of it, revealing his short true body. "That's cheating!" he cried.

His foe removed his hand and the suit returned to normal. _"Stop being a baby,"_ it said. _"You'll get it back."_ It then walked over to him and knocked him out.

With the miniature criminal out for the count, the black being shrunk down to a smaller size, picking something off of the floor and putting it on his face. There was a green flash and in the alien's place was a human man, dressed in white trench coat. He pulled out a disk from a pocket and spoke into it. "Agent Ship to Plumber HQ," he said. "Vulkanus neutralized. Ready for pickup."

_"__Good work, Ship,"_ came the reply. _"Will do."_

_"__By the way,"_ continued the transmission. _"There's a personal matter you might want to attend to."_

Ship turned his full attention to the disk. "Tell me more," he said.

* * *

June walked into the kitchen and started getting ready to go to work. Jack had already gone to school. It was quiet in the house, until the man at the kitchen table cleared his throat.

June spun around and saw someone she hadn't seen in years. "Ship?" she asked.

"Hey, Julie," he said. "Long time, no see."

June looked down. "Julie doesn't exist anymore," she said. "She died the same day _he _did."

Ship sighed and set his cup of coffee on the table. "You still miss him?" he asked.

She nodded.

Ship leaned back and folded his arms. "Does Jack know?" he asked.

June shook her head. "And I hope he never finds out," she whispered.

Ship sat there for a while, then said, "Sorry I brought that up, that isn't why I came." He leaned the chair back on the ground. "I heard Jack got grounded."

June spun around. "How did you hear about that?" she asked.

"Small town. So, what did he do?"

"He broke curfew, one to many times," she answered.

Ship grinned. "And we didn't?" he asked.

June rolled her eyes. "We had good reasons too," she said. "And it's not like Jack's involved in an alien war or something."

Ship shook his head and looked up at the ceiling. "Right," he said, "but that wasn't the only reason you were out late?"

"You mean the time we met you?"

"Ship, ship?"

"That stopped being cute when you matured."

"Aw, shucks. So what's his punishment?"

"He's going two weeks without any social activities, and I've forbidden him from using his motorcycle."

"Motorcycle?"

"It's in the garage. I'll show you."

June opened the door and let Ship inside. Right beside June's car, was a blue custom motorcycle with pink highlights. Ship whistled when he saw it. "How'd you afford this?" he asked.

"I didn't. Jack brought it home one day. He never did say how he got it."

Ship took a closer look at it. He took notice of an insignia on the front of it. "What's this?" he asked.

June looked at it and shrugged. "I don't know," she said. "Jack said he had no clue either."

Ship followed June back into the house, deep in thought. He then spoke. "I think you should tell Jack."

June sighed. "I would like to tell him," she said, "but I don't want to put him in any danger. I already lost Ben, I don't want to lose my son."

Ship drew her into a hug. "I know," he said.

June composed herself, and picked up her keys. "I've got to go to work," she said.

Ship nodded. "I'll see you around," he said. He went outside and watched June drive off. He got on a black motorcycle covered with green lines, and then look to where Jack's motorcycle was parked. "She'll have to tell him someday," he said. "And he, her."

* * *

**_And that's the first half of Crisscross. Not much action, but this was more of a transition chapter. More action next time._**

**_By the way, what do you think of Ship's new form? That isn't his true form by the way. Its just a battle form he transforms into when he goes into battle. For those who want to know how it looks, think Iron Man's Hulkbuster armor from Avengers 2 colored black and green._**

**_Also concerning Ship, the reason for his change in dialogue is that he speaks with a metallic accent, and an ID mask covers it._**

**_Can anyone guess who Jack is referring to? Imaginary cookies to those who do._**

**_Now, about the next update: Expect it in the next week or two. I almost have it finished, and just need to fill in a few holes._**

**_As always, I welcome your reviews as well as character and alien ideas._**

**_Next time on Prime 10: June is kidnapped, Ship meets Jack and Arcee, and Jack gets something from his father..._**

**_-Bibliothekar of the LibraryNexus_**


	3. Chapter 2: Return of the Ten

**_And we're back with the second half of Crisscross. In this section, Paradox reappears, secrets are revealed, and an old enemy resurfaces by a new name..._**

**_Another thing to note, I've added in a couple of cameos, by two characters from Red vs. Blue. You'll know them when you see them._**

**_I don't own Ben 10, Transformers Prime, or Red vs. Blue characters._**

Prime 10: Return of the Ten

Jack got on his bike and started pedaling home. It had been two days since he had been grounded, and it had pretty much put his social life on hold. Sure, he still saw Miko and Raf at school, but that was about it. But the worst part of being grounded, was that he missed his rides with Arcee. Heck, he missed all the Autobots, even Ratchet. But riding on the blue femme was relaxing, nothing but her, him, and the open road.

Just, then, his cell phone rang. Taking a look at it, he sighed and answered it. "Hi, Mom," he said.

_"__Hey, honey,"_ she said. _"I hope you didn't get take-out."_

Jack grew nervous. "Any reason why?" he asked.

_"__I was able to get someone else to cover at work for me today, so I'm coming home early to fix you a home-cooked meal."_

Jack froze. Was Arcee in the garage? He had to check. "Organic tofu. Yum-yum. Well, car beats ten-speed. I'll see you there," he said. Hanging up, he then quickly dialed another number. "Come on, pick up." When it did, he said, "Arcee, you wouldn't happen to be in the garage at the moment?"

_"__Little busy here! Can this wait?" _came his partner's reply.

"No! Mom's on her way home right now! If you don't get there right now, I'll be grounded for life!"

There was silence on the other side of the line.

"And she'll make me sell you for spare parts."

_"__Think you can handle them 'Bee? Good. Ratchet, I need a bridge."_

Jack let out a sigh of relief. Now he just had to hope she got back before his mom did.

* * *

June got out of her car and walked to the door. However, she paused outside the garage door. Did Jack really keep his promise?

"Wouldn't hurt to check," she said as pushed it open.

* * *

Jack stopped at the end of the driveway to catch his breath. "Not doing that anytime soon," he gasped. He saw June's car in the drive. At least Arcee made it.

"JACKSON KENNETH DARBY!"

He was probably asking for that.

He went over to where his mom was standing with her arms crossed. "Where is the motorcycle?" she asked.

The garage windows lit up with the lights of a groundbridge.

_Nice timing, partner, _Jack thought. Out loud, he said, "What do you mean? She's right where I left here."

June's eyes narrowed and she turned around. To her surprise, there was the motorcycle, looking like it had never moved since two days ago. Turning back to her son, she said, "Okay, spill. Did you get one of your crew to sneak it in? Or did you walk it up again?"

Jack sighed. He was getting nowhere. He might as well tell the whole thing. "You really want to know what's going on?" he asked. "Well, fasten your seatbelts. My motorcycle is a sentient robotic organism from a distant planet. Part of a team that's stationed on Earth. And, I spend most of my time after school hanging out with her crew."

June raised an eyebrow. She definitely didn't expect this. But if there was an alien species that resembled an Earth motorcycle, Ben would have at least turned into it at least once.

"Jack," she began.

"And the coolest thing: this isn't even her actual form. She's really a giant robot who can transform into a vehicle."

Now this was too much. "Jack, enough."

'Its okay, Arcee, show yourself." The motorcycle didn't move. "Come on, rollout already."

June sighed. "So, the bad crowd you've been hanging around with is a science-fiction club?"

Before either of them could say anything else, June's cell phone rang. She picked it up and said, "Hello? Yes. Is she okay? I'll be right there." Hanging up, she turned to Jack. "One of the receptionists has fainted. Nothing to major, but they are sending her home and I've got to cover for her. However, when I get back, we're going to have a talk." With that, she left.

Jack's shoulders slumped. "Thanks for the support, partner," he said sarcastically.

"Don't blame me," the femme said. "Remember…"

"I know, you don't exist," Jack acknowledged.

* * *

June exited the hospital. She looked up at the stars, a lot on her mind.

"What should I do, Ben?" she asked. "His story is so strange, so hard to believe… but then again, so is yours. What if he _is _telling the truth? What do I do then? Do I tell him?" She lowered her head. "How would he react?" she whispered.

Suddenly, a black van pulled up, and someone got out. "Telegram!" he said, before shooting June with a Taser.

His partner looked at him. "Telegram?" he said. "Seriously, Grif?"

"Hey, cut me some slack, it was all I could think off."

"We've sat in this car for thirty minutes, and that was the best you could think off?"

"Well, I didn't hear any suggestions from you, Simmons."

The two MECH agents drove away with their prisoner, arguing over one-liners.

* * *

Down on the highway, a black motorcycle sped down. Suddenly, it swerved, almost hitting a man in a white coat standing close to the edge. The rider got up and began to give the man a piece of his mind.

"Watch it, buddy! You about got yourself-"

"Hello, Ship."

"-killed… Paradox?"

The time traveler reached inside his coat pocket and pulled out a green gauntlet. "It's time," was all he said.

* * *

Jack got home from his shift at the KO Burger. Curiously, the lights in the house weren't on. Parking his bike, he went into the garage to talk to Arcee.

"Hey, have you seen my mom?" Jack asked.

"No, I haven't," Arcee answered. "I even bridged here from base to beat her home. By the way, there's a package for you."

Jack picked up indicated package and opened it. Inside it was a device that resembled an old gaming system. Curious, he hit the power button.

"_Hello, Jack," _said a familiar voice from the device.

"Silas…" growled Arcee as she transformed into her femme form.

"Who?" asked Jack.

"MECH," she hissed.

Jack stiffened. "They know where I live?" he squeaked.

_"__Oh, we know a lot of things," _the leader of MECH said. _"For example, do you know where your mother is?"_

Jack's eyes widened, then narrowed as he clenched the device tightly. "What did you…?" he asked.

_"__Nothing… yet,"_ Silas said. _"However, if you want to keep it that way, you and Arcee will have to follow the coordinates programmed into this communicator. They lead to a temporary facility that we have set up."_

Arcee put a digit to her comm. link "Ratchet," she said. "I…"

But before she could continue, a horrible screeching noise rang through her audio receptors. She gave out a cry and fell on her side. "Arcee!" Jack cried.

_"__Did I forget to mention?"_ Silas asked. _"That our communicator's signal scrambles all other signals… and her brain?"_

Jack slowly turned back to the communicator in his hand. "You…" he growled.

_"__Any other attempt to contact the other Autobots… well, let's just say that I won't be responsible for what happens to Mrs. Darby."_

The noise died and Arcee got back up. Jack was enraged, if they way he was clenching the communicator was any indication.

The tense silence was broken by an unfamiliar voice speaking up.

"Well that's unexpected."

Jack and Arcee turned to see someone standing in the doorway. He was fairly tall, with light brown hair and dark shades. He had on a white jacket and green shirt and pants. From the looks of it, he had been standing there for a while.

"Who are you?" Jack asked.

The mystery man raised his hands. "My name is Ship. I'm a friend of your mother's," he said. "I was coming over to visit, and I heard the commotion and came in time to hear that terrorist make his threat."

Jack looked at Ship suspiciously. "How come I have never met you?" he asked.

Ship sighed. "What has June told you about your father?" he asked.

"That he was a policeman and that he was gunned down just after I was born," Jack answered.

Ship grimaced. "Close enough," he said. "Anyway, the thing is, I used to work with your father."

That caught Jack's attention. "Really?" he asked. "What happened to him?"

Ship shook his head. "That's a long story," he said. "But the long and short of it is that one of your father's enemies caught up to him, and he was killed during the fight."

"My father had enemies? Why?"

"I'll tell you later, but for now we have to rescue June."

"I'm not sure about him coming along," said Arcee. "I mean, what can he do against MECH?"

Ship snorted. "This isn't the first time I faced an organization like them," he said.

Jack looked at Arcee. "We need all the help we can get," he said.

The femme vented. "Fine, he can come."

"One more thing, Jack," Ship said. He took out a case from his coat pocket. "This belonged to your father."

Jack opened it up. Inside was a green gauntlet-like watch, only instead of a clock face, there was a black dial with a green hourglass. "What is it?" he asked.

"The Ultimatrix," Ship said. "A very powerful device. It hasn't been used in a long time, but we might need it tonight."

Jack looked at it and then at Ship. "Really? This?" he asked.

Ship chuckled. "You should know, Jack, sometimes there is more to something than meets the eye."

Jack looked again at the device. Then with a finality, he slid it onto his wrist.

The device beeped and the dial spun around. "Ultimatrix recalibrating," it said. "Please stand by."

Jack looked at Ship. "It will be ready for use by the time we get there," he said. "For now, let's roll."

"Roll out," Arcee quipped.

* * *

The trio drove through the silent streets, Jack on Arcee, and Ship on his own motorcycle. When they drew close to MECH's location, Ship pulled closer to the duo.

"Since they will be expecting only you two, I'm going to sneak around back," he said.

"Why are you doing that?" Jack asked.

Ship frowned. "Do you want to see if they would make good on their threat?" he asked.

Jack could see the agent's point. "Okay, so what do we do?"

Ship smiled. "Just distract them while I locate June," he said. "Don't worry, this will be easy." He then made a sharp turn and drove away.

"Easy, he says," grumbled Arcee.

* * *

Ship dismounted his motorcycle. "So MECH is in pursuit of superior technology, eh?" he said. "Wait till they get a load of me." With that, he put a hand to his face and removed it and a change went through his body.

* * *

"So, what's the plan?" Jack asked.

"The usual."

Jack grimaced. "I hate that plan," he said.

Arcee didn't answer, just accelerated. There were a few snipers stationed outside the facility, but they were unable to get a good shot at the speed the femme was going. After popping a wheelie, they both slid into the warehouse.

Jack dismounted and Arcee transformed into her bipedal form.

"Mom!" Jack called.

"Looking for June?" a voice called.

Jack looked up and saw someone he had never wanted to see again. Arcee's optics narrowed. "Airachnid," she hissed.

Indeed it was the same spider-bot they had ran into a couple of weeks ago. She was currently in her hybrid form, with her six extra legs supporting her body while her real legs were folded up. When she had first arrived on Earth, she had tried to take Jack's head as a trophy. Fortunately, Jack was able to blow up her ship, and being wounded by the flames, she wasn't a match for an angry Arcee, so she had escaped.

But now she was back. "But don't worry," she purred. "I'm sure she's hanging around."

"What are you doing here?" Arcee asked.

Airachnid gave a smirk. "Well, since you two blew up my ship, I'm stuck on this rock. So, I when I met these humans," when she said that, several MECH soldiers ran into the warehouse, "I made a deal with them."

"I'm almost afraid to ask…" said Jack.

Before the spider-con could continue, a gadget whizzed through the air and struck Arcee. It released an arc of electricity which caused her to go into stasis lock.

Airachnid glared at the man who shot it. "I wasn't finished yet!"

"You'll get your chance," Silas said as he entered the light streaming down. The terrorist leader was dressed in military fatigues, and combat boots. His dark grey hair was neatly trimmed, and his face was scared.

He gestured two soldiers. They came and removed Jack's cell phone and the GPS from him.

"Now, Jack," Airachnid said. "I'm still learning about the human race. But from what I have learned so you're your kind cares deeply about family. Therefore, the perfect revenge would be for you to watch as I tear your family apart."

"If you hurt my mother, I'll…

"Do you remember how much I like sport, Jack?"Airachnid continued. "I'll give you the chance to save your mother. I've stashed her close by. If you can rescue her by twelve," she said, pointing to a clock that read 11:52, "I'll let you both go unharmed."

"And if I can't?"

"What do you think?"

Jack's mind was going a million miles per hour. There was no way he could complete her challenge, but what else could he do? It wasn't as if he could call for backup… wait… hold that thought…

He jumped at Silas. "Please let us go," he begged. "We won't tell anyone."

"Enough!" Silas growled as he pushed Jack away.

"Six minutes left!" Airachnid said with a bit of childish glee.

Jack ran off into the night, searching for his mother.

* * *

Silas watched as Jack ran off into the night, with Airachnid right behind him. One of the soldiers walked up to him. "Sir?"

"I know we promised the spider-bot first crack at her," he said, indicating Arcee, "but something tells me she plans to turn our mutual crisscross into a double-cross."

"But sir, we don't have the means of transporting it right now."

"Then we'll have to cut and run." He looked at a pair of soldiers. "Open her up," he said.

* * *

Up in the rafters, someone had heard everything. _"Not on my watch,"_ he said as one of the MECH agents got out a buzz saw.

* * *

Jack was panting. He had ran for quite a while, but he still hadn't seen any sign of his mom. It was then he saw her hanging in a web cocoon attached to a steel girder. "Mom!" he cried, running up to her and he began tearing at the webbing.

June started to stir. "Jack?" she asked, groggily.

"Don't worry," he said. "I'll get you out of this."

"What's going on?" she asked. "How did I get in this stuff?" she then saw a very familiar device on Jack's arm. "And where did you get that?"

Before Jack could answer, there was a hissing noise, and Airachnid came down from the water tower.

"The robots are real?" June asked.

Jack turned to her. "I beat your deadline!" he shouted.

Airachnid tilted her helm. "Oh no, Jack," she said. "You were supposed to _rescue_ your mother by midnight, not find her. And time's up! Now…"

She shot a web at the teen securing him to the ground by his waist.

"Take a seat, sit back, and enjoy… the horror show."

* * *

"We only have time to get one piece," Silas said when they had cut away all the webbing from Arcee.

The MECH soldier nodded and lowered the buzz saw over Arcee's spark chamber. Just before the blade touched it, someone else grabbed it. _"I'll take that,"_ someone said as the saw was covered in black tar with green circuitry and was pulled from the soldier's grasp.

He turned around to see a shadowed figure with a green blade for a hand.

* * *

"You know Jack?" Airachnid said. "She's_ your_ mom. Why should_ I_ have all the fun? So you get to choose: Agonizing… or _excruciating_!"

Jack kept silent, hoping for a miracle.

"Come on, don't leave your mother _dangleing._"

"You monster!" June cried.

Airachnid ignored her. "Guess its lady's choice then," she said, releasing a drop of acid.

That was too much for Jack. "No!" he cried.

Just then, there was a beeping noise from the gauntlet on his wrist. "Ultimatrix recalibrated," it said, as a hologram of a strange creature appeared above the dial. "Playlist 71 available."

Jack didn't think what could happen or the results of his actions. All he knew was that his mother was in danger. So he hit the button on the gauntlet, and slapped his hand down on the dial.

The watch emitted a bright flash of light and turned into reddish-brown rock. Said rock began climbing up Jack's arm and covered his entire body. Cracks began to form in it, revealing molten magma. His head erupted into flames, and the webbing holding him turned into smoke, revealing the dial from the watch displayed on his chest.

Jack jumped up and cried "HEATBLAST!" as the transformation ended. Airachnid was in shock, while June had a proud look in her eyes. "Just like Ben," she whispered.

Jack's POV

My first thought when I finished transforming into a fire creature?

_I'M ON FIRE! I'M ON FIRE!_

Not my finest hour.

My second thought?

_I'm on fire… and I'm okay! Totally cool._

I looked over to where my mother was hanging next to Airachnid.

Time to see what this guy can do.

Normal POV

"Time to feel the heat, Airachnid," Jack in the form of Heatblast said.

This shook the spider-bot out of her surprise, and she gained a smirk on her faceplates. "A Pyronite," she said. "Didn't expect to see one on this rock."

Jack wasn't fazed. "Oh, I'm full of surprises," he said. Acting on instinct, he punched his fist forward and shot a fireball at the 'Con.

Airachnid dodged the fireball with ease, but inwardly she was worried. In her days as a bounty hunter, she had avoided the Pyronite species for two reasons: 1) their home planet was actually a star, and 2) their fire could severely burn a Cybertronian's armor and, if hit constantly, could eventually melt it.

But how did her Jack, a normal human boy, turn into one of them? She backed up, trying to keep him at bay while she figured it out.

Jack chuckled. "Leaving already?" he asked. "But I'm just getting warmed up!" He then looked startled. "I didn't even mean to do that," he said.

He was interrupted from his punning when the dial on his chest was hit by a lucky shot by Airachnid. He was knocked down, by he quickly got up. "I barely felt that!" he said surprised.

Just then the dial on his chest began blinking red and making a beeping sound. Jack looked at it curiously, while June looked at it in fear. "No, not now," she said.

Jack barely had time to get out a "What?" before he was consumed in a green flash. When it cleared, Jack was back to normal.

"Scrap," he said, looking at his now human hands.

Airachnid, now in her spider-hybrid form, approached with a smirk on her faceplates. "Nice try, Jack," she said, "but I think it's time I ended this."

Just then, a familiar blue motorcycle drove up with Ship on it. He jumped off and Arcee transformed and tackled Airachnid while Ship headed over to June.

June looked up in surprise. "Ship?" she asked.

He smiled. "Long time, no see, Julie."

"What are you doing here?" she asked.

Ship grinned. "I was in the neighborhood and I heard that MECH had kidnapped you," he said. "Gwen would be mad if I left her cousin-in-law to die."

June looked over to where Jack was watching the robot fight. "Why did you give him that device?" she asked.

Ship shrugged. "He wanted to help, and it seemed the best way for him to. Besides… Paradox."

June raised an eyebrow. "I'm going to have to talk to him," she said.

Jack winced as Arcee was hit again. His partner was a good fighter, but Airachnid was using her extra legs to her advantage. He looked at the watch. He could turn into that fire man again, but there was a chance he would hit Arcee. He looked up and saw Airachnid land a right hook that sent Arcee flying. _Oh, forget it, _he thought and tapped the button and then slapped the dial.

Green light flashed again and the gauntlet changed again. It became pitch black and sank into his skin. He gained a couple of feet in height as his body became covered in scales. Blades sprouted from his elbows and knees while three horns grew from his head. His mouth and nose were replaced with a couple of breathing flaps. His hands became three fingered and sharp. His stomach area became heavily armored. The dial was nowhere to be found.

Jack tried to yell out a war cry, but all that came out was a breathy whistling noise. His hands immediately flew up to his face.

Arcee saw the after effects of a green flash and turned to see something that she hadn't seen in a long time. "A Vacet Tenator," she whispered.

The alien must have heard her, because it looked up and then jumped at the two femmes, landing on Airachnid and began clawing at her, but the spider-bot simply swatted it away. It landed next to a control pad were it sat back up in a daze. Ignoring the alien, Arcee leapt right back at her nemesis.

Jack got up, rubbing his head. _I'm going to feel that in the morning, _he thought. He looked down at his body. _I can't get close enough to Airachnid to hurt her, and I don't think this form has any ranged attacks. Should have turned into that fire guy after all. _He looked back to where the two femmes were fighting, and something caught his eye. _Looks like Airachnid's fate is set in stone. _He approached the panel, but a problem came up. _Scrap! I can't work the controls with these claws!_

"Jack!" he turned to see Ship had just gotten June free from the web cocoon. "Open your stomach plate!" he shouted.

_My what?_ Jack thought just before the plates on his sternum opened up to reveal a pair of smaller arms as well as his pumping heart. _Now that's just gross._ He was able to use these smaller appendages to maneuver the controls into the position he desired. When that was done, he waited until Airachnid was in position, then activated the machine.

Arcee was fighting with her arm blades when she heard a machine start up. She looked up and saw that she and Airachnid were standing underneath a dispenser for something humans called cement and…

Her optics widened when she realized what was happening. She hit Airachnid in the faceplate to stun her and then jumped out of the way.

The spider bot shook her helm to clear it. It wasn't like Arcee to flee a fight. So, then why did…

That was her last thought before she was covered in quick-dry cement. It lived up to its name and solidified, trapping her inside it.

With her nemesis set in stone, Arcee was able to attend to other matters. Ship had rescued June, so she could focus on the Vacet Tenator and find out where Jack had disappeared to.

She pointed her blaster at the black alien, which raised its arms in surrender. "Where is Jack?" she asked.

Just then, there was a beeping noise from the alien's stomach plate. Confused, it opened it, revealing its heart and secondary arms, as well as a strange dial that was flashing red. There was a green flash and in the alien's place was…

Jack grinned sheepishly. "I can explain?" he said.

Anything Arcee would have said was cut off from the cracking of the statue that was Airachnid. The cement was breaking and the spider-con was getting free. However, before it was fully free, gunfire sounded and the femme was pelleted with bullets.

In another location, Silas had been watching the entire fight when he saw military helicopters arrive. The terrorist leader was confused as to how the government had found them. Then his eyes widened and he felt his belt. Sure enough, his communicator was missing.

"The kid swiped it when he jumped me," he said. "Sneaky."

Jack grinned and held up Silas' communicator. "Perfect timing, Agent Fowler," he said.

_"__If I'd know the 'Cons were involved, I would have contacted Prime,"_ the Federal Agent answered.

"That would have been too much for Mom to handle in one night," Jack said.

Ship, who had overheard the last comment, rolled his eyes.

Despite being pelted with bullets, Airachnid was able to get a good look at Fowler's helicopter. A green light shot from her optics and downloaded its scematics.

_"__Not again!" _cried Fowler.

The cement shattered as Airachnid transformed into a perfect copy of the agent's helicopter and the spider-bot flew into the skies. Arcee fired off a few shots, but they missed. She gave off a howl of anger as her nemesis flew off.

* * *

"So, that's how it's done," Silas said. "Ingenious."

He then looked at several different shots, these of Heatblast and the Vacet Tenator. "Also, after nearly twenty years, we have found your son, Ben Tennyson. Soon, the Ultimatrix and all its secrets will be ours, and the Forever Knights will be victorious," he said.

The man snapped his fingers, and the warehouse was cloaked in darkness.

* * *

June was sitting on the ground next to her son and Ship, who had an arm around her. They looked up at the approach of Agent Fowler.

"Mrs. Darby," he said. "I'm Special Agent William Fowler. For the last few months, Jack has been… interning for me at the agency."

Jack rolled his eyes. "Agent Fowler," he said. "Mom's not that going to buy that."

"He's got that right," June added in.

Ship sighed and held up a hand. "Agent Fowler," he said. "I am Agent Ship from the Plumbers." He held up a strange badge that resembled the dial on the Ultimatrix.

Fowler looked at it. "It's legit," he said. "But isn't this out of your jurisdiction?"

"Mrs. Darby is a retired member of the Plumbers," Ship answered. "And a personal friend. I check up on her every once in a while."

A soldier came up and began talking to Fowler while Jack turned to his mother. But before he could ask a question, she simply said, "Now is not the time."

Then with heavy footsteps, Arcee walked over. "And she would be your…" asked June.

Jack gestured. "Motorcycle, guardian, Autobot, friend," he answered.

"Call me Arcee," she added.

Ship placed a hand on June's shoulder. "Told you he was in good hands," he said.

June elbowed him and addressed the Autobot. "Thank you Arcee."

Jack turned to his mother and smiled. "I think it's time for that ride I promised you," he said.

* * *

In the pre-dawn light, two motorcycles drove through the desert. One was Arcee, carrying Jack and June, the other was Ship on his custom one. They reached the mesa and entered the secret entrance. As they entered the main area, the first thing June saw was Ratchet standing at his station. Bumblebee and Bulkhead were standing around, while Miko and Raf were on the human area. The ground shuddered as Optimus Prime made his way over to greet the new arrivals.

Jack grinned and said, "Mom, meet my science-fiction club."

All June could do was give a little wave.

* * *

_**And there we are. So now June knows about the Autobots and everyone else knows Ship. There's a lot of explaining to be done.**_

_**Whew, that was a long one. Its more than double my last one!**_

_**The reason I didn't write the scenes that showed Silas and Airachnid forming their alliance and finding Jack's Social Network page, is because they wouldn't have changed from the cartoon.**_

_**Speaking of MECH, they are the Forever Knights! What do you think of that twist?**_

_**So, now Jack has the Ultimatrix and we know what two of his aliens are: Heatblast, and my own creation.**_

_**I had Jack turn into Heatblast first because I figured that Jack would have the same reaction as young Ben did.**_

_**Also, what do you think of the Vacet Tenator? Its design is based off of the aliens from the movie 'Cowboys and Aliens,' however colored black, has horns, and no mouth. (I don't own those buggers by the way.) Currently, Jack is going to call it 'The Whisper,' but if you can think of a cooler name, tell me.**_

_**On the subject of alien names, if Ben has used the alien before Jack, the Ultimatrix will tell Jack the past names. If not, he will name the alien forms as he gets them.**_

_**About the next update: Its going to take a while. The next chapter is Ship explaining about the Plumbers to Team Prime, and telling Jack about Ben. Since I don't have an episode to go off of, its going to be a while. I will post it by next month.**_

_**As always, I welcome your reviews. Also send in aliens and characters you want to see.**_

_**-Bibliothekar of the LibraryNexus**_


	4. Chapter 3: Reactions

_**One thing I forgot to mention: all of Jack's alien designs will be from Ultimate Alien, unless otherwise described.**_

_**I don't own Ben 10 or Transformers Prime.**_

Prime 10: Reactions

While June was awe-struck, Ship had a different reaction. He walked up to Optimus and looked at him. "Optimus Prime," he said.

"Agent Ship," the Prime returned.

Now it was the Autobot's turn to be confused. "Wait, what?" asked Bulkhead.

Optimus stepped forward. "When we landed on Earth, I was contacted by another organization right after the U.S. government," he said.

Ship turned to the green Autobot. "And that was my organization, the Plumbers," he said.

**"****So, you unclog people's sinks?" **Bumblebee asked, confused.

Raf was about to translate, but Ship said, "No, the Plumbers are an intergalactic police force." Seeing all the confused looks he was getting, he said, "What?"

"You can understand Bumblebee?" asked Ratchet.

Ship nodded. "Yes, I can," he said. "Why?"

"You and Raf are the only humans who can understand Bumblebee," Ratchet said.

"Well," said Ship, "I don't know about Raf, but I have a pretty good idea why I can." With that he grabbed his face and pulled it off.

A green flash traveled down his body. When it was done, in Ship's place was a different being. It stood about six feet high, with two arms and legs and a head. That, however, was where the similarities to humans ended. His upper body was colored black with green lines arranged in circuit patterns on it. On his torso, the colors were inverted. His arms were almost touching the floor, and he had no facial features, only a green circle. In one hand, he was holding some kind of mask.

There was silence in the base following Ship's revelation. Miko was the first to speak up.

"That's so cool!" she cried.

Ship sighed. "_I expected that,"_ he said. The green circle on his face lit up when he spoke.

"So, what are you?" Raf asked.

_"__I am a Galvanic Mechamorph. I have the ability to merge with machinery, and essentially upgrade and control it."_

"So, could you do that with an Autobot?" asked Miko.

Ship cocked his head for a moment. "_I never tried that,"_ he said. "_But, I can't control other technorganic aliens like the Chronosapiens, so I probably couldn't do it with a Cybertroinian."_

"Chrono-whats?"

June answered. "Think copper robots with a winder on their heads," she said.

Everyone in the base looked at her. "How did you know that?" Arcee asked.

"Also, why did Ship say that you used to be a part of the Plumbers?" Jack added.

June sighed and said, "It's a long story, one that begins and ends with your father."

"So what is it?"

June and Ship exchanged a glance. _"You want to tell it, or should I?"_

"You can do it."

Ship nodded. _"Very well."_ He turned to the rest of the group. _"You might want to sit down,"_ he said. _"This is going to take a while."_

_"__Twenty-five years ago, a grandfather took his two grandkids on a summer vacation…"_

* * *

Jack sat on the couch. He was trying to process all that he had learned in the last few hours. In that time, he had learned that his father had been a shape-shifting hero, made possible through the powerful device that was currently resting on his left arm. So yeah, he had to sit back and let it all settle in. Ship had gone in to report to his superiors on the new situation, and the 'Bots had followed him. June had gone as well, wanting to talk to some old friends.

Miko, however, was unaware of Jack's state of mind and was bugging him to use the Ultimatrix. "Come on, Jack," she said. "Transform into an alien."

"Shouldn't you leave him alone, Miko?" asked Raf, looking up from his laptop.

She snorted. "No, way," she said. "This is too cool!"

"Miko," Jack said, "can you drop it?"

"At least tell me how it works," she begged.

Jack sighed. "Fine," he said. He held it out and said, "You activate it by pressing this button," doing so, "turn it to the alien you want," which he did, stopping on one that looked robotic, "and finally you press it down and it does the rest."

"That all?" asked Miko.

"Yep."

"Okay." Miko looked at it, and then rushed forward and slammed down the dial.

"Miko!" Jack cried as the transformation process overtook his body. The gauntlet became streamlined and grew outward. The unexpected movement pushed Jack back and over the railing.

Bulkhead and Bumblebee ran into the main area when they heard something come crashing onto the floor. They stopped at what they saw. Sitting on the floor and rubbing his helm was a new Cybertronian. He was a bright blue, with green highlights. A pair of wings stood up on his back. He stood up and the two Autobots saw a familiar insignia on his chassis.

He confirmed his identity when he said, "I'm going to get you for that, Miko!" He turned around and saw the two Autobots staring slack-jawed at him. "Uh, did you two shrink or something?" he asked.

**"****More like you grew,"** said Bumblebee.

Jack blinked. "Why did I just understood you?" he asked.

"What is going on here?" asked Ratchet as he and Ship entered the main area. He then shuttered his optics when he saw the transformed Jack.

_"__Looks like Jack has unlocked the Cybertronian form,"_ Ship said.

Jack blinked and kept looking around. "Everything's so small…" he said. He was pretty big, about the size of Optimus.

"Where's June?" Raf asked Ship.

_"__She's talking with Magister Levin,"_ he answered. _"They have a lot of catching up to do."_

There was a whirring noise and the sound of a blaster being discharged. Everyone turned to see Jack with his blaster smoking, standing in front of the remains of one of Ratchet's tools. Of course, this provoked an immediate reaction from the medic.

"Jack, I needed that!"

"Sorry," said the transformed teen. Turning to Ship, he asked, "Is there any way for me to change back quicker?"

_"__Just tap the Ultimatrix dial, that should do the trick."_

Jack followed the agent's instructions and soon he was back in his human form. "And I'm back," he said.

"So, Ship." He turned to look at June, who had returned. "What happens now?"

Before he could answer, there was a beeping noise. Ship pulled out his badge from somewhere and looked at it. _"I've got to go," _he said. _"I'll see you around." _He hit a button on it, and he disappeared in a flash of blue light.

* * *

High above Earth, a space station floated silently by. This was Plumber HQ, built to defend the Earth after the untimely death of Ben Tennyson. For the past fifteen years, it had done its job admirably.

However, the reappearance of a certain device caused quite an uproar among the agents and staff there, and they had gathered to discuss the impacts of it.

"This is an outrage!" cried one of the senior agents. He was a short alien with bird-like eyes and gray skin. "It was bad enough when the Omnimatrix was in the hands of Tennyson, but now we have an Ultimate Omnitrix in the hand of a teenager!"

Another member sighed and face-palmed. "Pakmar," he said, "Shut up."

This only made the little alien angrier. "No!" he said. "Pakmar will not shut up! Pakmar will be heard! Pakmar will be…"

Before the alien could go on any more, a cable snagged him and reeled him outside the meeting room.

The agent, a human male dressed in a black outfit, smiled at a cat-like alien dressed in purple armor, holding a strange blaster. "Nice timing, Rook," he said.

The Plumber smiled. "No problem at all, Agent Levin," he said as he escorted Pakmar away.

Agent Kevin Levin then turned serious. "Although he is an annoyance, Pakmar raises an interesting point," he said.

"Shouldn't we wait a bit?" This question came from a red-skinned alien with four arms. He had a hand on the shoulder of a blue-skinned reptilian alien beside him. "I mean, Ship isn't here yet."

"I just got off the horn with him." This statement came from an older man. He was wearing a red Hawaiian shirt, and one of his arms was gone, replaced with a robotic limb. "He should be here any minute," said Max Tennyson.

Just then, there was a blue flash of light behind the door, and Ship entered the room a second later.

_"__Glad to see I missed Pakmar,"_ he said.

The agent sitting next to Kevin rolled her eyes. She was dressed in a blue outfit, which had seven charms on her right sleeve. Her red hair was done up in a ponytail, and she had pink grid-like lines on the left side of her face, and her left eye was a solid pink compared to her normal green right eye.

"You seem to go out of your way to avoid him," Magister Gwendolyn Levin said.

Ship shrugged. "_What can I say?" _he asked. _"I've got better things to do that listen to that pest."_

A general air of laughter echoed through the meeting room, especially from those who had to put up with the tiny alien the longest. When the laughter had quieted down, Kevin got back to business. "Ship," he said. "Can you please give us your report on Jack Darby?"

Ship nodded, and then shifted into what looked like an old movie projector. He then began projecting images on one of the walls.

_"__Jackson Darby has been helping the Autobot cause for the past two Earth months. He is one of the civilians Optimus Prime said his team had encountered. He and his two friends have help stop several Decepticon plans, including taking out that spacebridge two months ago._

_"__Jack is brave, resourceful, and cares for his friends greatly… much like his father." _Having said that, he shifted into his normal form. _"In my opinion, he is worthy of the Ultimatrix, and of being a Plumber," _he finished.

Max nodded. "Thank you, Ship," he said. He looked at the assembled agents. "Anything anyone would like to add?" he asked.

Magister Hulka, a heavy-built green alien, slammed a fist onto the table. "The boy has to be trained at the Plumber Academy before he can operate as a fully-deputized Plumber!" he said.

Gwen shook her head. "No can do," she said. "Julie said that she doesn't want him off-planet until he's at least eighteen."

"But we can't forbid him from helping the Autobots," Kevin said. "Since it is a possibility that the Decepticons may still be targeting him."

Max thought for a while, then his eyes lit up. "Who says that he has to be trained at the Academy?"

"What do you mean?" Gwen asked her grandfather.

Max put his hands on the table. "We shall assign two agents to the Autobot base, as well as Ship." He turned to said agent. "I assume you still know all of Ben's forms?"

Ship looked peeved. _"Of course I do,"_ he said.

"Then you shall instruct Jack on the proper use of his forms. With you and the other agents, should satisfy any complaint from Pakmar or anyone else."

Ship saluted. _"Very well," _he said. _"When should I go?"_

"Now would be good," said Max. "I'll send in the other two as soon as I can. Meeting adjourned."

As the agents filed out of the room, Max leaned back in his chair and sighed. "Are you okay?" Gwen asked, concern in her voice.

"I'm fine, pumpkin," Max said. "Just getting old. By the way, how's your training going?"

Gwen winced as the pink lines on her face flashed. "Verdona says I'm doing fine, but not as well as I could do on Anodyne." She then turned to look at Kevin who was talking to some other agents. "But I have too much to lose if I leave," she said.

Max smiled. "That's my girl," he said. He closed his eyes and remembered fonder times. He then half-opened them.

"Good job, Jack," he said. "Your father would be proud."

* * *

_**And that's done.**_

**_There were some cameos in this chapter from the Ben 10 series. We had Magister Hulka, Helen, and Manny from Alien Force/Ultimate Alien, Pakmar and Rook from Omniverse, and of course, Kevin, Gwen, and Max!_**

**_By the way, I know Pakmar wasn't a Plumber, but I figured why not? He still keeps his original personality though._**

**_The reason for Gwen's appearance is that she's being trained in her Anodite abilities by Verdona, and some of her alien form has leaked into her human guise._**

**_And we've seen Jack's Cybertronian form. And a flier! In the fanfics I've read, it is very rarely for the Omnitrix to have a Seeker form. They seem to be mostly ground-based._**

**_Before anyone asks how the Ultimatrix has a sample of a Cybertronian, that will be explained in the coming chapters._**

**_Reviews are welcome! Send in any characters or aliens you want to see._**

**_-Bilbliothekar of the LibraryNexus_**


	5. Chapter 4: New Faces

_**Hey, I'm back with the next installment of Prime 10.**_

_**I don't own Transformers Prime or Ben 10.**_

Prime 10: New Faces

Jack folded his arms and leaned back on the couch. It had been two days since MECH had kidnapped June, and he had learned about the existence of aliens other than the Autobots and Decepticons. Also the fact that his father was the bearer of a powerful device called the Ultimatrix, which contained the DNA of over a million alien beings. And that now the same device rested on his arm.

After Ship had gotten back from his meeting with Plumber command, he had told the assorted collection of bots, kids, and June that two other Plumbers would be joining the group at the base. Upon hearing this, Ratchet had let out a groan. Humans were bad enough, but now aliens were coming? He prayed to Primus that none of them were like Miko.

For the past few days, Jack had been learning about the device and the ten alien forms he could turn into. When he had asked why he only had ten forms, Ship had shrugged and said that it was one of the quirks of the device's creator. Not that Jack was complaining. The forms he had available were pretty powerful. Besides Heatblast; the Whisper, the Vacet Tenator; and Starstriker, the Cybertroinian, he also had NRG, a being made of pure radiation enclosed in an indestructible suit; Echo-Echo, a duplicating noisemaker that could give Miko a run for her money; Whampire, an alien vampire; Wildmutt, an orange-furred dog that lacked the ability to speak; Cannonbolt, who could be best described as a walking bowling ball; Armodrillo, a yellow armored alien that could burrow through earth quite easily; and Diamondhead, a crystalline alien with regenerative abilities. Once Jack had gotten over the strangeness of it all, he had to admit it was pretty cool.

Currently, he had gotten through a training session with Ship and both of them were relaxing in the human area with Raf and Miko, waiting for the Ultimatrix to recharge. The bots were out on a mission, and Ratchet was in the back working on something.

Which made it the perfect time for someone to teleport inside the base.

It appeared to be a blue phantom in a hooded cloak. Whenever it exhaled, it breathed out a stream of cold air. Its green bug-like eyes pretty much said that it was alien.

It looked up at the human level. "This is the Autobot base, right?" it asked in a feminine tone. However, her mouth didn't move.

Ship looked over the railing and nodded. _"Good to see you too, Yuki,"_ he said.

Yuki nodded back, then threw out her cloak, revealing them as wings. Flapping them, she flew up to the human area. She looked like a humanoid moth, with a feminine figure. A satchel was slung over her shoulder. Ship turned to the rest of the group. "_This is Yuki Tennyson,"_ he said. _"A fellow Plumber."_

"And Jack's sister," she added.

Jack was caught off guard by this statement. "My what?" he asked.

Ship rolled his eye. _"Way to drop the bombshell on him,"_ he said.

Yuki giggled. "Do you have a form called Big Chill?" she asked.

"No," answered Jack.

"Well, Big Chill is a Necrofriggian," she continued. "Our species reproduces asexually every eighty years."

"Where are you going with this?" asked Jack.

"Well, twenty years ago, the Big Chill transformation went through its reproduction cycle, overriding your father's personality. The result was him giving birth to fourteen Necrofriggian babies, including me," she said pointing to herself.

Jack groaned. "So I've got thirteen other siblings up wherever you came from?" he asked.

Yuki giggled again. "No," she said. "We rarely return to our birth parents. I am an exception to that rule."

Miko laughed. "We are going to have so much fun, sister," she said.

Then a new voice spoke up. "While this is amusing and all," it said, "shouldn't we get down to business?"

The humans turned around to find the source. "Who said that?" Jack asked.

"Perceptor," Yuki said.

"Perceptor?"

"My partner," Yuki said, taking a microscope out of her satchel.

The humans looked at it. Miko turned to Ship. "Is she… mental?" she asked.

Yuki laughed. "Stop hiding," she said and tossed it over the railing.

On its way to the ground, it transformed and grew. Once the process was done, there stood a mech standing about twenty-five feet tall. His color scheme was the same red as his alt. form, with a blue screen on his chest. He had a scope on his right shoulder, and his left optic was bigger than the other. He was thinner than the other bots, maybe even Arcee.

"Hello," he said with a British accent. "I am Perceptor, Autobot scientist and Plumber."

"Cool!" said Miko, coming over to introduce herself. "I'm Miko!"

"Hey, I'm Jack," said young teen. "And this is Raf."

Raf approached the red mech. "How do you do that?" he asked.

The red mech looked at the tween. "Transform into something that small?" he asked. "My T-cog is connected to my subspace, into which I can store the rest of my frame."

"So, what's a T-cog?" asked Miko. "Is it like a T-bone?"

Perceptor chuckled. "No," he said. "It's the organ that allows us to scan vehicles and transform."

"Anyway," said Miko. "What do you do? What kind of blasters do you have? How many Decepticons did you kill? How did you join the Plumbers…"

And Miko proceeded to put Perceptor through a lot more questions. The poor bot was beginning to get overwhelmed. Jack and Raf were getting ready to help the newcomer, when the comm. system crackled to life.

_"__Optimus to base,"_ said the Autobot leader. _"Please send a groundbridge."_

"Can you help me up there?" asked Raf.

"No need," said Perceptor, approaching the groundbridge controls. "I've got it."

Everyone turned to look at him. "You can work a groundbridge?" asked Miko.

Perceptor vented. "Of course I know how to work a groundbridge," he said. "I'm the one who perfected the first one."

Just to prove his point, the tunnel lit up and the vortex formed. The rest of the Autobots walked into the base.

"So, how was your trip?" asked Perceptor.

Arcee answered. "Smooth as ever, Ratchet." Then she did a double take. "Perceptor?"

"That is my designation," the Autobot scientist answered.

"I'm coming," said Ratchet, coming into the main area. "I'm-" He then caught sight of the new mech. "Perceptor?"

"It has been a while, Ratchet," said Perceptor.

"I could say the same to you, old friend," Optimus said. "Many have thought you were offlined."

Perceptor snorted. "That's the way I like it," he said. "Less bots out to kill me."

This confused the rest of the teens. "Why would anyone want to kill you?" asked Raf.

Optimus stepped forward. "Perceptor is a skilled inventor," he said.

"Even more so than Wheeljack," added Arcee.

"And this is bad how?" asked Jack.

"It made the Decepticons put out a bounty on my helm," replied Perceptor. "For years, I've had a hunter on my tailpipe. He nearly took me out, one time."

"Who is it?" asked Jack, concerned for the new Autobot.

He shrugged. "I don't know. For the past few cycles, I've been laying low, keeping out of the limelight. That was how I joined the Plumbers."

"Speaking of which," said Ratchet, grabbing Perceptor's arm, "time for you to get a checkup."

"Wait, are you sure about that?" he asked as he was dragged to the med-bay by the medic.

"Of course, I'm sure! You haven't had a proper physical for vorns!"

Everyone watched as the protesting scientist was ushered into the med-bay under protest. Jack turned to Yuki. "Is he always like that?" he asked.

She shrugged. "He's always had a fear of medics," she said. "I don't know where it came from."

Bumblebee beeped something that caused Raf and Bulkhead to snicker while Arcee shot a glare at 'Bee while Ship remained neutral. Of course it was hard to tell since he lacked facial features.

"What he say?" asked Miko.

Ship turned to her and said, _"He said that maybe Perceptor got that fear from Ratchet."_

Just then, there came a yelp from the med-bay. Everyone was silent for a moment, and then Bulkhead and Bumblebee started laughing along with the kids and aliens, while Arcee rolled her optics and Optimus remained as stoic as ever.

* * *

**_And there we are._**

**_And we have met the two new Plumbers: Preceptor and Yuki Tennyson._**

**_Now, Yuki isn't my idea. The idea that one of Big Chill's offspring from 'Save the Last Dance' would come back to Ben came from Kisdota-The Freak Gamer, a good writer also on this site. However, I am not stealing his idea. In my fic, Yuki joined the Plumbers a few years after Ben's death._**

**_Perceptor looks like he does in Fall of Cybertron, except for thinner body structure and that the screen is blue._**

**_Now, both of these new characters will be having minor roles, mostly training Jack. Although, I might add in that bounty hunter in a future chapter._**

**_And we know Jack's alien roster. What do you think?_**

**_Reviews are welcome. Send in aliens or characters you would like to see._**

**_-Bibliothekar of the LibraryNexus_**


	6. Chapter 5: Polarity

**_Hey, I'm back. Now, we get into 'Metal Attraction.'_**

**_I don't own Ben 10 or Transformers Prime._**

Prime 10: Polarity

Ratchet was standing at his computer, when the proximity alarm went off. Looking up at the monitor, he saw a white van approaching. Sighing he went back to his work as the van drove into the base and June Darby exited it. "Hello, doctor," she said.

He grunted and returned to his work. Yuki looked up from the human area and waved at June. "Hey, Mom!" she said.

"Hi, Yuki." Upon meeting the Necrofriggan, June had been surprised upon hearing her origins. However, after recovering from her shock, she had taken it all in stride.

Perceptor walked into the room. "Hello, Mrs. Darby," he said, not really paying attention.

"Good to see you, too," June replied. Looking around, she saw that some beings were missing. "Where's Optimus?" she asked.

"Out scouting with Bumblebee," Ratchet answered. "Sorry to disappoint."

"And I wore heels and everything."

"Mom!" said Yuki, clearly flustered.

June had to laugh at the tone in Yuki's voice, which suggested that if her face wasn't immobile, it would be showing signs of embarrassment. Done causing her alien daughter embarrassment, she turned her attention to the real reason to her visit.

"So, where's Jack?"

"He's back in the SAFE training with Ship."

June smiled. "I hope he's doing okay," she said.

* * *

"_Come on, Jack, you can do better than that."_

"LET ME TELL YOU SOMETHING, AGENT SHIP OF THE PLUMBERS! HOLD STILL! RATH CAN'T HIT YOU IF YOU MOVE!"

Jack and Ship were fighting. Well, Jack was fighting. Ship was bopping and weaving around his fists.

Jack was transformed into a new form, a nine-foot tailless tiger whose name was Rath. The big brute was one of Jack's strongest form so far, but the part that was still Jack noted that he seemed to be one of the dumbest.

The part that was Rath just didn't care.

"_Jack, show some strategy," _Ship said, dancing out of the way of another one of Jack's punches.

"LET ME TELL YOU SOMETHING SHIP!" Jack shouted. "YOU CAN DODGE ALL DAY, BUT YOU'LL NEVER BEAT RATH!"

Ship said nothing. He just stretched out his arms, grabbed the ceiling, dropped on Jack's back, and stabbed at his shoulder.

Jack fell to the ground, totally paralyzed.

Ship walked over to where Jack could see him. "_Hephestan Neruo Grip_," he said. "_Useful for subduing all kinds of prey."_

All Jack could do was grunt.

Ship flipped Jack over and tapped the Ultimatrix dial, returning Jack to his human form. Jack's face reddened as he remembered all the things he had said as Rath. "Um," he began.

_"__Don't worry," _Ship said, helping him up. _"Rath is always like that."_

"It's kind of embarrassing," Jack said.

Ship chuckled. _"It's still funny to the rest of us," _he said.

He was still chuckling as he and Jack returned to the main area. As they came in, June caught sight of them. "Hi, Ship!" she said.

_"__Hey, Julie,"_ Ship replied.

Jack wasn't as excited to see his mother. "What are you doing here?" he asked.

June put her hands on her hips. "Can't I stop by to check on to see how my son is doing?" she asked, teasingly. She then switched topics, asking, "So, how is your training going?" indicating the Ultimatrix.

_"__He's coming along," _Ship answered. "_He's unlocked a new alien today."_

"Which one?"

_"__Rath."_

June let out a laugh, remembering the times when Ben turned into that particular alien. Arcee chose that time to walk into the main area. "What's so funny?" she asked.

June and Ship looked at the azure Autobot and chorused, "Rath."

Even further confused, she turned to her partner for an explanation. "New alien," Jack told her.

"What's so funny about that?"

Yuki decided to throw in her two cents. "He has personality issues," she said, joining in the laughter.

Arcee watched the laughing trio and a red-faced Jack with confusion on her faceplates. Meanwhile, Ratchet's computer let out an alert. The medic toggled a few switches and read the results.

"That's odd. That is an unusual reading for a magnetic flux," he said.

* * *

Meanwhile, Ratchet wasn't the only one to pick up on the magnetic disturbance.

"Are you sure it is the weapon?" The speaker was a towering grey mech with a fusion cannon mounted on his right arm. He was talking to a slim purple mech with a screen for a face. These two were Megatron, leader of the Decepticons, and Soundwave, his communications officer.

The slim mech just stood there, his silence saying everything.

Megatron turned to the window of the bridge. "If it is the weapon, it would be unfortunate if the Autobots would use it against us."

"Lord Megatron." The two Cons turned to look at the newcomer on the bridge. This was Breakdown, a dark blue Decepticon. He was partners with Knockout, although most of the Vehicons wondered how he put up with the vain medic. He was also one of the more caring Decepticons, at least towards the drones.

"Allow me to retrieve the relic for you," the bulky mech finished.

Megatron raised an eyebrow. "If you were bested by humans, what chance do you have against Autobots?" he asked.

What Megatron was referring to was the fact that Breakdown had recently been captured by MECH who then attempted to take him apart. He had only escaped thanks to the efforts of his old rival, Bulkhead.

Breakdown scowled. "Believe me," he said. "What I have lost, is a constant reminder that I must never fail you again," he said, indicating the patch that covered a missing optic.

* * *

Bulkhead skidded to a stop and let out a laughing Miko and Raf. However, their laughter stopped when they saw that June was there.

"Remember when this used to be a _secret _clubhouse?" Miko asked.

Raf shrugged and waved to June. "Hello Miss Darby," he said. "Don't worry, we were wearing ous seatbelts."

June smiled. "I'm sure you were," she said. Turning to the young exchange student, she said, "Hello, Miko, how's school going?"

"Why? What'd you hear?" she asked.

Looking at a suspicious Miko and still trying to figure out what Ship, Yuki, and June had been talking about, Arcee decided to move on to her original purpose before she blew a logic circuit. "Ready, Jack?" she asked.

Eagerly, the Ultimatrix bearer jumped up. "Yes!" he said.

"What's going on?" asked June.

"Arcee's upgrading her tracking system, and I'm helping her test it," Jack explained.

June looked at Arcee. "It's just a routine diagnostic," she said.

June raised an eyebrow. "And why does you need Jack for that?" she asked.

Arcee looked down and let out a low growl.

June turned to Jack. "And besides, how are you going to help test it?" she asked.

Jack grinned and activated the Ultimatrix. After scrolling through the selections, he came to his desired form and slapped the dial.

When the green flash had died down, standing in Jack's place was a white alien. He was about three feet tall and had what looked like headphones covering his ears, which were connected to a small box on his back which had the number '10' displayed. The Ultimatrix dial was displayed on his chest.

"ECHO-ECHO!" cried Jack when the transformation was done. He looked at himself and spoke in his echoing voice. "Oh. Come. On. This. Is. As. Far. From. The. Whisper. As. It. Can. Get."

Ship shook his head. "_Actually, I think Rath would fit that criteria,"_ he said. And then he started chuckling quietly to himself.

"Oh. Ha. Ha."

Raf and Miko shot each other a confused look and shrugged.

Still projecting a sense of amusement, Ship then spoke up. "_You might want to hold on before testing, Arcee,"_ he said. _"I don't think the Ultimatrix has enough power for another transformation."_

"Then you can help Bulkhead track this magnetic disturbance I've found," said Ratchet.

Arcee nodded. "Very well," she said curtly, before walking into the swirling vortex followed by the green Wrecker.

* * *

Breakdown looked up from the scanner in his servo. "Right here," he said, transforming his other servo into a hammer and smashing away at a particular spot. He soon unearthed something that looked like a metal handle with two buttons on either side of the 'grip.' He looked over his shoulder, then shrugged as he picked up the device.

He looked up, hearing a light clatter. Standing up, he engaged his shoulder cannon and reengaged his hammer. Scanning the area, he at first saw nothing, but then, debris fell on his helm. He looked up to see a familiar spider-bot standing above him.

Airachnid chuckled and launched herself at him, knocking him back and the artifact out of his hand. She skittered over to it and picked it up. "For me?" she asked. "You shouldn't have."

"I didn't," Breakdown said, before landing a heavy blow on her faceplates with his hammer, and causing her to drop the artifact.

"I've heard rumors about a rogue Decepticon," he said. "How about I hogtie you and drag you in?" After his last statement, he raised his hammer for another blow.

She dodged it this time. "A primitive type," she commented. Dodging another hit, she climbed back up the rock she had been on when Breakdown had first noticed her. "Not much for depth perception anymore, are you?" she asked, referring to the optic patch.

"Not much for looks anymore," he said, before shooting off his shoulder rocket.

She dodged it and used the dust as a cover to escape. Breakdown remained on guard, waiting for her next attack. However, he was unprepared as it came from underneath him. While he was dragged underground, he lost his grip on the relic and it landed a few meters away.

For a moment, the small canyon was quiet. Then the silence was broken by the sound of drilling as Airachnid came back to the surface. She walked over to the artifact, commenting, "It was a lovely burial."

Breakdown could be heard yelling from his hole, but it was muffled. Unable to resist, Airachnid said, "Sorry, couldn't quite understand you."

Suddenly, Breakdown erupted from the ground with a loud war cry. Raising his hammer high, he charged at Airachnid once again.

* * *

Meanwhile, Bulkhead was trying to get Arcee to cool down.

"Arcee, June didn't mean to sound like that," Bulkhead said. "She's just protective."

"Well, I protected her son, long before she showed up. Now, she knows, and I'm not good enough," Arcee shot back. "And besides, Jack know has a device that can change him into any creature that exists in the universe."

Bulkhead didn't have anything to answer to that, until a stray thought nudged his processor. "Maybe that's why," he said.

"Why what?"

"Jack wasn't the first one to have that device," Bulkhead said. "His father was. And according to that history lesson Ship gave us, he died using that device."

"Your point?"

"June has already lost her husband," he concluded. "She doesn't want the same to happen to Jack."

"Whoa, didn't know you had it in you, Bulk," Miko said.

Bulkhead shrugged. "Sometimes I surprise even myself, Miko," he said. Then he realized who he was talking to. "Miko?"

Arcee put a digit to her comm. link. "Ratchet," she said. "Going to need a bridge."

"Wait!" said the young girl. "Don't send me back to helicopter mom!"

Arcee just looked at her.

"I just want get away from her," Miko said, sadly.

Arcee put her digit back to her comm. "Scratch that Ratchet, its only recon." Turning to Bulkhead, she added, "She's safe with us."

Bulkhead smiled and held out his hand for Miko to jump on. "Sweet!" she cried. "Crank up Track 7, Bulk!"

"Track 7?" asked Arcee.

* * *

"Track 7?" asked June back at the base, unaware that the femme was saying it at the same time she was.

Jack let out a silent groan. However, he was still in the form of Echo-Echo, so the sound was released as a low vibration that caused the air to thrum and the screen of one of Ratchet's tools to break, causing a reaction that was becoming fairly common around the base.

"Jack, I needed that!"

"Sorry." Jack barely had time to say that before loud metal music blasted through the speakers. The other humans plus Ship and Ratchet covered their ears/audio receptors as the harsh music rang through the base. Yuki bobbed her head to the beat, while Jack… was able to listen to it. Sure, it was still annoying, but it was down to a tolerable level. And he was also able to make out other words, such as Arcee mentioning that that music was a little loud over her comm. Bulkhead must have heard her, because, the music was shut off as suddenly as it started.

_"__A scout should be silent, but deadly,"_ said Arcee.

Jack blinked. Did his guardian just say what he thought she said?

_"__Silent but deadly has a totally different meaning on Earth, Arcee,"_ Bulkhead said.

Yes, she did.

Trying to get his mind off of his guardian's faux pass, he turned to Ship. "I. Wasn't. Affected. By. The. Music. Like. I. Normally. Was," he said. "Why. Is. That?"

Ship poked the headphone-like devices covering his ears. "_You have these on to protect you from your own sound waves," _he said._ "It would stand to reason that it would protect you from other sonic attacks."_

It was then that the Ultimatrix started beeping and Jack was transformed into his human form. "Well, perfect timing," he said.

And then the comm. came on. _"Bulkhead to base, we have found the source of the magnetic signal."_

Sensing that there was more to the Wrecker's statement, Ratchet asked, "And?"

_"__We weren't the first ones here…"_

* * *

Down in the canyon, Breackdown and Airachnid were still tussling. Bulkhead, Miko, and Arcee were watching from behind a handy boulder.

"Airachnid," Arcee hissed, remembering her last encounter with the spider-bot.

"And Breakdown," added Miko. "Both of your archenemies. And they're mashing it up!"

"Over that," Bulkhead said, pointing to an artifact that was being knock around by the two Cons to keep it out of each other's grasp.

"The source of the magnetic disturbance," deducted Arcee.

"So what's the plan?" asked an excited Miko.

She was scowling when Bulkhead put her on the ground.

"Miko, don't move," said the green Wrecker. "I mean it."

Having safely gotten his charge out of the way, Bulkhead engaged his wrecking ball while Arcee activated her blasters. They nodded in silent agreement to each other.

Airachnid hit Breakdown hard enough to cause him to fall down hard. She then went over to retrieve the artifact. Just before she was able to grab it, it was knocked away by a well-placed shot. The spider-con looked up where it came from and she smirked. "Arcee," she said. "And you brought another partner for me to snuff."

Breakdown looked up. "That would be Bulkhead," he said.

Airachnid huffed. "Who asked you?" she asked.

"Launch me," Arcee instructed.

Bulkhead held out his servo, and Arcee put her foot in it. Giving a mighty heave, Bulkhead launched the femme into the air. On her downward descent, she began firing on the two 'Cons. Upon landing, she charged at Breakdown. He was about to return the favor, but Airachnid jumped in front of him. "She's mine," she said, before turning away.

Breakdown only had a moment of confusion, before he was hit in the faceplate by Bulkhead's wrecking ball. The green Wrecker turned to his partner. "Watch out for the…," he began.

"Got it," said the femme, before engaging her arm blades.

Miko watched the four aliens fight. "Acree and Bulk work so well together. Well, smackdown for the scrapbook," she said, before pulling out her phone.

Back on the canyon floor, the 'Bots and 'Cons were now fighting their respective enemies. Arcee and Airachnid were engaged in a deadly dance of blades, while Bulkhead and Breakdown were trying to overcome each other through brute force. The two heavy hitters were at a standstill, until Bulkhead head-butted the 'Con and sent him stumbling away. Also at the same time, Arcee had hit Airachnid in the waist, which sent her flying into a dazed Breakdown, causing both of them to land in a heap.

Breakdown recovered faster than the spider and picked up the artifact. He smirked and picked it up. "Thanks," he said as he activated it.

"Do you even know what that does?" asked Airachnid. "It isn't a toy!"

Breakdown didn't pay any attention to her and started pressing buttons on the holographic display that came up.

Not wanting to be hurt as a result of Breakdown's tinkering, she made a break for it. Arcee noticed this and started shooting, prompting Airachnid to drill underground to avoid being blasted.

Miko was about to take another photo, when an unseen force pulled her phone out of her grasp. "Hey!" she cried as it flew away.

Breakdown, noticing the orbiting phone, put two and two together and thrust the artifact forward.

Bulkhead was about to charge towards Breakdown, when his feet were pulled out from underneath him. "Hey!" he cried as he was pulled forward.

Arcee was still blasting into Airachnid's exit hole, when the same force pulled her backwards. "What's… going… on?" she ground out.

Breakdown smirked as he levitated the two Autobots in the air and chuckled. "What's this switch do?" he asked before activating said switch.

What happened first was that Miko's phone hit Bulkhead's chest. Then he and Arcee were thrown violently back into the canyon wall where they were hidden in a cloud of dust.

Breakdown laughed. "Megatron's gonna love this," he said, before transforming and driving off, while Miko made her way to the downed Autobots.

Upon reaching them, she said, "Bulkhead?"

The green Wrecker groaned.

"Get up, the 'Cons are getting away! Hey, my phone!"

However, the pink device was stuck fast to Bulkhead's chest. "It won't move!" the young girl cried.

"Where's Arcee?" asked Bulkhead, looking for the femme.

"Why don't you just marry her?" said Miko.

"I'm right behind behind you," Arcee answered.

Bulkhead looked over his shoulders. "Where?" he asked.

"Let's just say, she's got your back," Miko said.

Bulkhead turned around, revealing Arcee stuck to his back with her pedes dangling off the ground. She tried to push herself off, but she was firmly attached. "Scrap," she muttered.

* * *

Meanwhile, Breakdown was driving along the highway. Any other time, he would have stayed to finish his fight with Bulkhead, but he…

That thought was interrupted when he was caught in a sticky web.

* * *

"So, let me get this straight," said Ratchet, pinching the bridge of his "nose." "You and Bulkhead are magnetized to each other?"

_"__They're inseperatable,"_ confirmed Miko.

Yuki snorted and put a hand over her mouth.

"_And the device that did this is on its way to Megatron_," Bulkhead said.

"A polarity gauntlet," said Ratchet, removing his servo. "A deceptively simple, but diabolical creation."

_"__Just tell me you can unhitch us, Ratchet,"_ said Arcee.

Yuki covered her mouth and her shoulders started shaking.

Perceptor walked over. "It may be a residual magnetic charge, providing your current… attraction," he said.

Yuki wasn't able to hold it in, and fell to the floor, rolling in silent laughter.

_"__They're not attracted to each other!"_ said an indignant Miko.

Raf stepped forward. "Doesn't Jack have an alien that can help?" he asked.

Ship turned to the young genius. _"Not currently,"_ he replied.

"Then I'm afraid that retrieving the gauntlet is our surest bet on reversing its effects," Ratchet concluded. "For once Megatron gets his servos on it…"

"He'll use it for a lot more than using than attaching notes and family photos to the fridge," finished Jack.

June nodded. "If the gauntlet is anything like Lodestar's powers, the 'Bots are in some big trouble."

Jack looked at his mother "Whose Lodestar?" he asked.

"The alien Ship was talking about."

"The good news is that the gauntlet hasn't traveled far," Ratchet told Arcee. "I would strongly advise pursuit."

_"__We can catch them faster on wheels,"_ said Bulkhead.

_"__And snap me in half?"_ Arcee pointed out.

"_Right."_

_"__Sweet! I'll take point!"_ said Miko.

_"__Not this time, Miko," _corrected Arcee.

_"__But-"_

_"__That was recon. This is war. I'm not going to risk your well-being just so you can meet your daily adrenaline quota. Ratchet, open a bridge."_

"I knew it couldn't last," he muttered. Aloud, he said, "Coming up."

_"__Oh, you sound just like June!"_ Miko said.

June raised an eyebrow. "Is that a bad thing?" she asked.

Jack froze. "Uh… er… I'm going to go over here," he said.

June looked at Ship. He raised his hands. _"I'm not getting into this,"_ he said.

* * *

Breakdown blinked open his optic to see Airachnid with the gauntlet. Just as he finished focusing, she finally activated the holographic display.

"It fits!" she said. "You know, a girl can never have too many accessories."

"You were a Decepticon once," Bulkhead said, trying to get her to let him out. "We could bring the prize to Lord Megatron together."

"And go back to that boy's club? Ha!" she retorted. "I struck out on my own because I don't like to share. This will provide the perfect repellant for Autobots and Decepticons alike."

* * *

After Miko had gone back to the base, Bulkhead started walking to where Ratchet had said that the gauntlet had gone to. The two 'Bots were silent, the only sounds coming from Bulkhead's footsteps, and the clicking of Arcee's pedes as they tapped Bulkhead's legs. Finally, Bulkhead decided to break the silence.

"Never had eyes in the back of my head before," he commented. "Or blasters to cover my rear. And you get a built-in shield." He hit his chest for emphasis.

"Bulkhead," Arcee said, "You don't really think that I sound like June, do you?"

"Umm…"

"She's overprotective. I'm just… protective."

"Totally different," agreed Bulkhead. Fortunately, his scanner beeped before she could ask any more awkward questions.

"The gauntlet's close," he said. "Got my back?"

Arcee rolled her optics. "As if I have a choice?"

Bulkhead approached the abandoned gas station and engaged his blaster. A softer whined signaled that Arcee had done the same with hers. The green Wrecker walked around the gas station, keeping an optic out for both 'Cons.

When he came around the station, he saw Breakdown webbed up and Airachnid crawling down from the rooftop. "I guess Arcee isn't too far behind," she said.

"You could say that," Bulkhead said.

He ignored the nudge in his back.

"Blaster and hands in the air, and turn around."

"Whatever you say," said Bulkhead as he complied.

When he had turned around, Arcee began blasting Airachnid, who backed up out of shock. One lucky shot hit the gauntlet, which knocked it out of her hand and activated it. It began drawing all metal in the vicinity toward it, until it ripped Breakdown from his restraints and he shut it off.

"Still up for a truce, muscles?" Airachnid called over to Breakdown.

"Only because I hate Bulkhead more than I hate you," was the 'Con's reply.

Bulkhead and Breakdown started slugging it out, while Arcee and Airachnid traded blows. Arcee was doing better than she usually did, since she could use all of her limbs, while Airachnid had to keep at least three on the ground at all times. However, the downside of this position became evident when Breakdown landed a good left hook on Bulkhead's faceplate. The resulting momentum sent Bulkhead turning to the right, carrying Arcee along and throwing her off.

"Bulkhead!" she said. "Could you hold still?"

"My bad," he said before he hit Breakdown with an uppercut and put him out of the fight for a while.

With Breakdown seeing stars, Bulkhead turned around. "Need a hand?" he asked, preparing to fight Airachnid.

"No, she's mine!" protested Arcee.

Meanwhile, Breakdown had shaken off the cobwebs and decided to make use of the gauntlet. "Two 'Bots, one stone," he quipped as he used the gauntlets power to throw a metal oil derrick at the 'Bots.

Arcee saw the incoming projectile, and cried, "Bulk, duck!" Of course, this had the effect of Bulkhead turning to see what she was talking about and getting whacked under the chin.

Bulkhead landed on his back in a daze with Arcee underneath him trying to get loose. "Bulkhead, get off of me!" she said.

"Pinned like a bug," mused Airachnid. "Of course, I can think of one permanent way out of your predicament," she finished, activating her spider legs.

"I'll take topside," Breakdown said, readying his hammer. He swung it down, but Bulkhead chose that moment to wake up and catch it. With a great heave, he threw him into Airachnid, also causing him to drop the gauntlet.

Bulkhead stood up and Arcee popped up right beside him. "I'm free," she said.

The femme then ran toward Breakdown, kicking the gauntlet away from him and then she jumped on his back. With his faceplate at her level, she began punching him. However, he soon recovered and slapped her away.

Meanwhile, Airachnid had gotten up to see Bulkhead standing between her and the gauntlet. "Wanna dance?" he asked mockingly.

She huffed. "You're not my type," she said. When the green Wrecker charged her, she assumed her spider-mode and activated her drilling function, blinding him.

"Scrap," he muttered.

Airachnid reached the gauntlet and activated it. "Let's leave the boys to themselves, shall we?" she said.

Arcee was about to land another hit on Breakdown, but her servo was caught in the magnetic force, which dragged her over to Airachnid and bound them both by the wrist. "That would be the 'up-close-and-personal' setting," said the spider-con.

The two brawlers roared at each other and started throwing punches. They kept trading them, until Breakdown knocked Bulkhead into a stack of oil barrels, to which the Wrecker responded with a blaster shot that sent the blue 'Con into another oil derrick.

Back with the two femmes, Arcee was in a predicament. Airachnid summed it up when she said, "One hand tied, five more to play with."

To that, Arcee shot back, "Quality, not quantity." She then forced the servo holding the gauntlet down and turned it off.

Taking advantage of the cessation of the magnetic force, Arcee forced Airachnid off of her and activated the gauntlet. The spider-con charged at the blue femme, but Arcee hit a switch, and Airachnid was forced away by the force.

"Opposites do not attract," quipped Arcee.

Bulkhead and Breakdown activated their respective melee weapons and charged each other, only to be repulsed. Undaunted, Breakdown shot a missile toward Bulkhead, but it bounced off of the green Wrecker's arm back to its sender. However, the same thing happened with Breakdown, and the missile exploded in the sky.

"We can't touch metal," said Breakdown.

"We're polarized!" exclaimed Bulkhead.

"Wrong button," said Arcee and she pressed it again. However, after she did, Airachnid shot a web string and snagged it.

"Always leave on a high note," she said, before transforming into her helicopter mode and taking off.

"Bulkhead, the gauntlet!" Arcee cried.

The big Wrecker moved at a speed one would think that he couldn't achieve with his size and caught the 'Con before she flew out of his reach. Of course, Airachnid couldn't carry the full weight of Bulkhead, and she began to lose altitude. Breakdown saw that he was in the crash zone, and tried to get out of it, but Bulkhead threw Airachnid at him, knocking both bots out and sending the gauntlet rolling on the ground to Arcee, who picked it up.

"Let's finish this," said Bulkhead.

"And risk becoming twins again?" Arcee pointed out, and then thought on it. "However, we could…"

* * *

When they returned to base, Arcee gave the gauntlet to Ratchet while Bulkhead spoke. "Souvenir, but…"

"We don't advise indoor use," finished Arcee.

_"__Are they seriously finishing each other's sentences?"_ asked Ship.

"Hey, Miko," said Bulkhead. "Check it out. New battle scars!"

The exchange student ran over to check them out and to reclaim her phone from Bulkhead.

Jack approached Arcee. "Arcee!" he said. "I'm ready to…" However, June placed a restraining hand on her son.

"Let the adults talk," June said and she walked over to Arcee, who tilted her helm down to better talk to her. "I think I owe you an apology."

Arcee blinked, confused. "How?" she asked.

"I worry about Jack," June said. "Especially since he received the Ultimatrix…"

She looked over at her son who was messing with said device.

"Jack and I have always been close," she continued. "Ever since I lost Ben…" She faltered for a moment, then took a deep breath and continued. "I guess it's just… hard for me to accept all that is changing."

Arcee smiled. "I think we are all a bit guilty of staying attached the way things were," she said.

June looked up and smiled. "When Ben was alive, we talked about the possibility of Jack becoming a Plumber. And while we didn't think he would get a partner like you, I think you have done well so far."

"Thank you."

Before they could continue their conversation, there was a flash of green light and everyone turned to look at Jack. Or at least, the alien he had turned into. It was a bipedal humanoid, with crab pincers for hands and two arched shoulders. It was colored yellow and black, and its steel grey head was hovering in between the arches.

The new being cried out, "LODESTAR!" When it talked, its mouth didn't move.

Jack looked himself over. "Well, of course you unlock it now," he said to the Ultimatrix.

Yuki fell to the floor, howling with laughter.

* * *

Megatron watched as Breakdown approached him on the Nemesis. "You dare come back with nothing?" he asked coldly.

Breakdown looked back at the lord of the Decepticons. "I don't come back empty-handed, master." With that, he turned around to reveal Airachnid stuck on his back.

Although he was surprised, Megatron hid it well. "Airachnid," he said. "It has been a while."

"My liege," she said. "What can I say? It's good to be back."

* * *

**_And that's a wrap._**

**_And we have two new aliens: Lodestar and Rath._**

**_I have to admit it, I love Rath! He's so funny! I just had to add him in. By the way, I have something planned for him in an original story arc of mine. I'd tell you, but spoilers. I can tell you that you won't expect it, though._**

**_If June seems more accepting about Jack being in danger, its because she is used to Ben going into danger. Although that's not to say that to say she doesn't worry._**

**_So, what do you think? Please review and submit any characters or aliens you want to see. I really appreciate those._**

**_-Bibliothekar of the LibraryNexus_**


	7. Chapter 6: Sinking Feeling

**_And here we are, digging down to 'Rock Bottom.'_**

**_(Dodges shoe.)_**

**_Sorry, I just had to say that._**

**_I don't own Ben 10 or Transformers Prime._**

Prime 10: Sinking Feeling

"We're supposed to be at a rock concert!"

Jack groaned. He was lying on the ground, relaxing in the sun. The reason he was here was that he had been training for the past two days and had jumped at the chance to go outside the base with Bulkhead and Arcee on a mission to check out an abandoned Energon mine.

The downside? Miko had to have come with them.

"But all I see is rock!"

"Relax Miko," Jack said. "The concert doesn't start for two hours.

Miko glared at Jack. "Do you know how long I have waited to see Slash Monkey?" she asked.

"Uhh…"

"FOREVER! And it's their only U.S. date!"

"Well, there's a shock. I mean, who doesn't love obscure Bulgarian shriek metal?"

Miko glared daggers at him and was about to give him a piece of her mind, when Arcee and Bulkhead came out of the mine. They were talking to each other. "By all appearances, the mine's been stripped," Arcee was telling Bulkhead.

"But, I'm getting a signal," protested Bulkhead. "It's faint, but it's definitely Energon."

"Whoa," said Miko, looking at the mine.

"Doesn't make any sense," said Arcee. "This operation has been abandoned four, maybe five years? And the Decepticons _never_ leave Energon behind."

That was when Miko jumped off the rock she had been standing on and ran into the mine.

"Uh, guys?" said Jack. When the two bots looked at him, he pointed at the cave.

"COOL!" Miko cried from somewhere inside.

"She went in?" Arcee sighed. "Unbelievable."

Jack raised an eyebrow. "Really? Have you met her?"

"Miko, get back here!" said Bulkhead, going after his charge.

"You know… it would be interesting to see," said Jack. "If, you know, it were…"

"Safe?" finished Arcee. "A stripped mine is structurally unstable, Jack."

"I promise to step lightly?"

Arcee debated with herself, and then sighed. "Just don't tell your mom," she said.

Jack did a fist-pump and followed his guardian into the cave.

* * *

After Jack and Arcee had entered the mine, two aircraft approached another entrance. One of these was an old fighter jet. The other was an alien spacecraft with a big cannon mounted on the back. The alien craft transformed into the fearsome form of Megatron. The fighter jet transformed into Starscream, Megatron's second-in-command. He was a silver Seeker, a class of Transformers that could fly freely through space without the use of spacecraft. He also had the misfortune of his pedes resembling the high heels worn by the female natives of Earth.

Starscream approached his master, slouching as usual. "Lord Megatron," he said. "While it is far from me to question your intentions, I do not understand why we have returned here… alone."

Megatron didn't say anything, he just walked into the entrance.

"Every last scrap of Energon was extracted a long time ago, there's nothing left."

Finally, the tyrant spoke. "Indulge me Starscream, won't you?"

Seeing no other option, the Seeker followed his leader into the cave.

* * *

Bulkhead caught up to Miko inside of a huge cavern. "Whoa!" she said. "This would make an awesome rehearsal space!" She then began shouting and listening to the echoes.

Bulkhead shook his helm at his charge's antics while checking his scanner. Suddenly, the screen turned green. He activated his comm. "Arcee, I've found something."

* * *

"Bulkhead, could you repeat that?" said Arcee. "You're breaking up." She then frowned. "The mineral composition in this cave must be interfering with our comms."

* * *

Meanwhile, Bulkhead had come to the same conclusion. "Oh, well," he said. "Ratchet's going to want a sample." With that, he transformed his servo into his wrecking ball, and approached the wall where the signal was the strongest.

* * *

In a different part of the mine, Megatron and Starscream had just came across several Decepticon drills. "How intriguing," said Megatron.

Starscream growled. "Incompetent fools!" he said. "This mining equipment should have been relocated! Why is it still here?"

"The most valid question."

"My apologies, Master. I believe Soundwave was in charge of coordinating transport." He faltered for a bit when Megatron shot him a glare. "But, in fairness, during your interstellar travels, we all had to assume additional responsibilities. Clearly, mistakes were made."

"Yes, clearly," Megatron said with narrowed optics. He then approached the wall and smashed a servo through it. When he pulled it out, he held a huge chunk of Energon. "Every last trace extracted, eh?"

Starscream nervously chuckled. "I can explain?" he said.

"Explain what? That you have been hoarding an extra supply of Energon for your personal use?" Megatron said as he dropped the piece on the ground.

"No! Not exactly…" Starscream stopped when Megatron crushed the piece under his pede.

"Do not take me for a fool, Starscream!" he growled. "I have been wise to your transgressions from the beginning. Not only did you pluck the Dark Energon from my chest in a failed attempt to snuff out my spark, but you've tried to raise your own undead warrior with it! It's no secret that you lost an arm in the process, which you since had replaced."

"You know about that?"

"Soundwave is quite competent at surveillance, I can assure you," Megatron said. "The fact is Starscream, despite your treachery, I've allowed you to carry on this long, because I took a certain delight in following your string of failures. But you've finally become tiresome, predicable… you've hit rock bottom."

Starscream fell to his knees as Megatron aimed his fusion cannon at "No, please Master!" he said. "Give me one more chance. I beg of you!"

* * *

"Did you hear something?" asked Jack.

Arcee nodded. "Might be Miko and Bulkhead," she answered and they followed the voices.

Jack and Arcee turned the corner to see Megatron and Starscream, who were just as surprised as they were to see them.

The two sides stared at each other. Then Arcee readied her blasters while Jack activated the Ultimatrix and selected the first alien that was available.

When the green flash died down, in Jack's place was Lodestar. "Freeze," he said, pointing his claws at Megatron and Starscream and trapping them in his magnetic field.

"What the Pit is going on?" cried Megatron.

Jack smirked. "That would be my magnetic…" Before he could finish, he was hit in the head by a shot from a missile that Starscream had shot off in nervousness. The blast knocked it clear off his shoulders. "Oh, come on!"

Now lacking guidance, Jack's body released the magnetic forces holding Megatron and Starscream and began searching for his head. Arcee and the two 'Cons watched as its antics for a while, until Starscream transformed and flew away.

"Starscream!" cried Megatron. "You dare abandon me?"

"He's known him for how long?" muttered Jack while Arcee began shooting at a distracted Megatron. The Decepticon leader began shooting back, but a stray shot hit the ceiling, which caused it to break, and then to collapse on top of him and sending him and Arcee down to the next level. Jack barely had time to cry out before his head followed them.

* * *

Starscream was almost at the exit, but the falling rubble caught up to him and he was buried also.

* * *

Bulkhead stood up and sighed in relief. He had successfully protected Miko from the falling rocks. "Now, let's get you out of here before anything else…"

Just then, a huge boulder started falling toward them. Instinctively, Bulkhead reached up and caught it.

"…happens." He then saw the position he was in. "Oh, scrap."

* * *

Jack blinked when the dust settled down. His head was resting on a pile of rocks. He guessed he was lucky that it wasn't buried.

He tried calling to any of his teammates. "Arcee! Bulkhead! Miko!"

He soon saw a shape stumbling towards him. If his face wasn't immobile, it would have been split in a grin. Miko had found him.

The excitement soon faded as he realized what was really approaching.

"Ah, scrap-Ow!"

* * *

At the mine entrance, a clawed servo bursts out of a pile of rubble. It is soon followed by Starscream. The silver Seeker falls to his knees, hacking to clear the dust from his systems.

After he had cleared the majority of dust from his vents, he turned to look at the dark hole from which he had just exited. After staring at it for a while, he let out an evil laugh.

"Predictable, Master?" he said. "Is that what you called me? Well, who has hit rock bottom now?"

He put a servo to his audio receptor. "What's that? I can't hear you from underneath all that rubble!" he gave off another long laugh. "Farewell, Megatron. May you rust in peace!"

With that, he turned on his heel and started walking to a clearing where he could take off, but then froze as he realized something. "But you have survived far worse," he said, remembering when he found him still online after the Decepticon spacebridge had exploded. "And if you manage to free yourself, you would blame me for this setback. And there would be no place I could go to escape your wrath."

He stiffened as thought of something else. "And if one of your mindless followers finds you, they would take credit for your rescue, credit that should rightfully be mine!"

Starscream clenched his servos and shouted to the sky "GRAAA…MEGATRON!"

* * *

Miko stood up, rubbing her head. Looking around, she saw Bulkhead holding up a huge boulder. "Did I do that?" he asked.

"Don't think so," said Miko replied.

"You okay?"

"Naturally. How about you?" she asked as he turned his headlights on.

"Just peachy," he deadpanned.

Miko looked up and her eyes widened. "Whoa!" she said.

"Don't worry," Bulkhead said. "I've got it under control."

Miko said, "Keep raising the roof, I'll try to give us out." With that, she turned and lifted a small rock out of the way.

"Hope Jack and Arcee are okay," said Bulkhead. "Cause we certainly could use an assist."

Miko kept moving rocks for a couple minutes, until she had to take a break. When she did, she saw that she had barely made a dent in the huge pile.

"I hope Jack finds us soon," she said quietly.

* * *

In another cavern, Jack was having problems of his own.

"Okay-Ow," he said as his body kicked his head again. "Things could-Ow-be worst-Ow. Not-Ow-sure how, just trying-Ow-to be positive-OWW!"

Fortunately, his body tripped and fell down with his head in between the arches. With his head in the proper position, he regained control over his body. Looking at the Ultimatrix dial, he decided to turn back to human to conserve on power. So, with a green flash, he was back in his normal form.

"Ship could have told me about that," he muttered. "I mean, how hard is it to say that Lodestar's head can be knocked off?"

Besides planning revenge on a certain Galvanic Mechamorph, Jack was checking out his surroundings, seeing if there was anything that would be useful. Soon, he came across a fairly undamaged Decepticon drill. "This could be useful," he said and walked over to it.

* * *

Miko put down the rock she had been carrying and paused to wipe the sweat off her brow. She went to the rubble and tried to pick up the next one. However, she couldn't pick it up, no matter how hard she tried. Finally, she gave up on it and sat down.

Bulkhead noticed this and said, "Miko!"

"Whew… don't worry," she said. "I'm still feeling strong." However, her trembling limbs betrayed the truth.

Bulkhead noticed this. "No, you're not."

"I just… need to rest… a minute."

"Miko, listen to me. There's limited air down here. If you use up the oxygen too quickly-"

Miko gasped. "We could suffocate!"

"Not we, you. Autobots don't need to breathe."

"Right, smack down in outer space." What Miko was referring to was a space battle in which the Autobots had faced off against the Decepticons during an attempt by Megatron to raise an army of Cybertronian undead. "So… what if I slow down? Breathe less?"

"No!" said Bulkhead. "You need to stop right now!"

"But I've got to get you out!" protested Miko.

"Don't worry," said Bulkhead. "I'm good."

He hoped that she didn't hear his gears creaking.

* * *

Looking over the drill, Jack quickly came to a conclusion.

"I have no idea how to work this thing."

He eyed the Ultimatrix. "But, maybe I have someone who does," he said turning it to his desired form and hitting the core.

There was a green flash and standing in Jack's place was a blue and green Cybertronian. He stood about thirty-five feet tall, with a jet nose on his chest and a pair of wings on his back. The Ultimatrix dial was displayed below the cockpit.

"STARSTRIKER!" cried Jack. "Now, can I read the controls?"

Taking another look, he saw that the change in species had also enabled him to read the alien writing. "What do you know? Weird science wins again."

Jack sat in the driver's seat. "Okay, Starstriker," he said. "It's just like riding a bike. A two-ton alien drilling bike."

Jack pressed the power button and the drill started up. He grinned as it started boring through the earth.

"Roll out," he quipped.

* * *

Miko lifted her head. "Do you hear that?" she asked.

Bulkhead tilted his helm. "Yeah," he said. "It sounds like… drilling?"

"It must be Arcee or Jack!" said Miko. She tried calling out to them, but it was too weak to be heard through the rock pile.

Bulkhead thought furiously. His internal sound system was shorted out, so he couldn't use that. And Miko wouldn't last much longer. He had to somehow make enough noise to catch the attention of whoever was driving the drill…

His optics fell on a good-sized rock beside his pede. "Miko!" he said. "Hit that rock against my foot!"

"What?"

"Don't worry, I'm tougher than I look."

* * *

Jack was unprepared for the rock particles that started hitting his faceplates. He flinched and a visor slid down and protected his face. "Didn't expect that," he said. The visor covered his whole faceplates and had a screen in the shape of a Y that somehow didn't get in the way of him seeing normally.

He refocused his attention on the rubble pile and grinned when he felt the drill break through into an open space. He pulled it back, anxious to see which one of his friends he had uncovered. The grin faded when he saw who he had really dug up.

Megatron looked up at his would-be rescuer. "I suppose helping those less fortunate would be out of the question?"

Jack didn't say anything.

Megatron looked at him. Specifically at his chassis. "So the rumors are true," he said. "That a device exists that has the capability of changing its bearer's race."

Jack still remained silent.

Megatron gave a weak laugh, and said, "If you're not going to rescue me, then you might as well kill me now. I guarantee that you will never have a more opportune time... Ultimatrix bearer."

Jack was silent. He could. He could run the drill through Megatron's head right here and now. It was easy to see the good consequences of this action. The galaxy would be free of Megatron's tyranny. He would be a hero like his father was…

Except his father wouldn't had done it this way. From Ship's stories, his father had taken great pains not to kill his foes. In fact, the only one he had killed was Vilgax in his final battle. Jack knew that if he took Megatron down this way, he would be going against his father's legacy.

Megatron, noticing Jack's indecision, said one more thing. "Optimus would."

Jack's helm snapped up. "No, he wouldn't," he said strongly. "At least, not like this."

With that, he turned the drill around, and started looking for his friends.

Megatron shot off one last warning. "I'll be sure to share our conversation with Optimus… the day I rip out his spark!" he cried. "And next, I will tear that device off of your cold, lifeless chassis!"

Jack rolled his optics. "And the next thing you see will be my aunt tearing you to shreds and throwing what's left into the sun," he called back. "And that's if my uncle or great-grandpa doesn't get to you first."

Megatron watched the strange mech drive off, and then worked to free himself. He made a mental note to have Soundwave find out who this shapeshifter was.

* * *

Miko kept banging the rock on Bulkhead's foot, until she heard a creaking noise. "What was that?" she asked.

Bulkhead grew worried. "My arms are starting to give," he said.

Miko looked up wide-eyed. "How long?"

"I don't know," said Bulkhead. "Just keep it up."

Miko resumed banging. Soon, however, she had to stop because of fatigue.

"How close are they?" asked Bulkhead.

"Don't know," panted Miko "Sound is all… freaky in here."

Just then, the pile of rubble began to shift. "Yes!" Miko cheered. "Arcee found us!"

The pile cleared away to reveal Starscream. "Let that put any doubts of my allegiance to… rest…"

"Oh, come on!" cried Miko.

"Miko, behind me. Now!" ordered Bulkhead.

"Well, well," said Starscream. "If it isn't Bulkhead and his pet vermin." He looked up at the boulder Bulkhead was holding up. "My, I see you got your hands full, Autobot."

"Do whatever you want to me, Starscream. Just let the human go!"

"No!" said Miko, holding onto Bulkhead's ankle. "I'm not leaving you. Besides, I want to see Screamer get what's coming to him."

Starscream frowned. "And why do you say that?" he asked.

Miko met his glare confidently. "Because Jack is going to kick your aft."

Starscream grinned. "And what could Jack do to me?" he asked mockingly.

Just then, the far wall crumbled and a strange mech came in driving a Decepticon drill. He had a visor covering his faceplates, but Bulkhead and Miko recognized the Ultimatrix dial on his chassis.

Starscream, on the other hand, had a different reaction. "R-Blade?" he said. "Impossible! I off-lined you!"

Jack looked at the other two, evidently confused.

Starscream was backing up, trembling like he had seen a ghost. At least until he had backed up into Arcee with her blaster drawn.

Jack grinned. "Nice timing, Arcee," he said.

She shot him a half-smile of her own. "You weren't half bad yourself, Jack," she said.

This had the effect of confusing Starscream even more. "Jack?" he repeated.

"What do we do with him?" asked Miko.

"And can someone help me over here?" interjected Bulkhead.

Arcee looked at Starscream and her expression hardened. "Raise your servos," she said.

Starsrceam looked up, and his wings drooped.

* * *

At one of the entrances to the mine, a green off-road vehicle and a blue motorcycle drove out of it. Outside, Miko got out of Bulkhead, and Jack dismounted Arcee, and both Autobots assumed their bipedal forms. "We should finish them now," said Arcee.

"Shame we didn't bring any gernades," said Bulkhead.

"Would Optimus… finish them?" asked Jack.

The two Autobots exchanged a glance and shook their helms.

"That's what I thought."

"Let's go home," said Miko.

Jack raised an eyebrow. "I thought you wanted to go to your concert."

Miko waved a hand. "I'll just have Ratchet bridge me to the next one," she said.

Before Jack could answer, his phone rang. He pulled it out and looked at the caller I.D. and groaned. Flipping it open, he said, "Hi Mom."

_"__Hey, Jack,"_ she said. _"How was your day?"_

Jack sighed and rubbed his temples with his free hand. "That's a long story," he said.

* * *

Starscream was holding up the boulder Bulkhead was previously holding. His limbs were trembling with the effort of holding it up.

Just when he thought his limbs were about to snap, he noticed someone standing in the entrance. He turned around to see Megatron standing there, optics staring straight at him.

"Lord Megatron!" Starscream said. "You are free! Praise the All-Spark!"

Megatron didn't say anything, he just stared at the cowardly second in command.

With the full might of Megatron's fury directed at Starscream, the Seeker was reduced to a quivering mech. "I did not abandon you, master," he said. "I came back to save you!"

This stopped Megatron. "Save me?" he asked, raising an optic ridge.

The SIC whimpered. "Look into my spark," he said. "My intentions were pure!"

Slowly, Megatron's frown turned into a malicious smirk.

* * *

Jack sat in the kitchen, holding a glass of water in his hand.

It has been one day since the mine incident, and Megatron's words were still weighing on his mind. He could have ended the war then. Jack thought that he was doing the right thing, but what if the Autobots would lose the war because of his actions.

He had spoken about it with Optimus, and the Prime had applauded his actions. Yet, he couldn't shake the feeling that he had done the wrong thing.

He was still brooding on it when June came into the kitchen. She recognized the pensive look on Jack's face from nights when Ben would come to her with something heavy weighing on his mind.

"Jack, what's wrong?" she asked, concerned for her son.

Jack turned and told her about his encounter with Megatron in the mine, and what the warlord had said, and his doubts on the rightness of his actions.

June shook her head and pulled her son close, stoking his hair like she used to do when Jack was young. She wonder what to say to her son to help him.

And then she had it. "Do you know why Ben had the Ultimatrix?" she asked.

Jack shook his head.

"It wasn't because he was the greatest warrior, or the smartest. It was because he used it the best for it."

"What do you mean?"

"Azmuth originally meant the Omnitrix to be a way to improve relations between different alien species to literally allow them to walk a mile in another's shoes. It was never meant as a weapon of war.

"Ben was the only one to see it that way. He has used it as a toy, a hero device, yes. A weapon of war? No. And that what convince Azmuth to allow Ben to keep the Omnitrix and later the Ultimatrix.

"Jack, Ben wouldn't have killed Megatron. And if he were here today, he would have been proud of you."

Jack sighed and leaned back in his mother's embrace. For the first time since the mine incident, he felt at peace.

That peace was interrupted by a horn from outside. Jack went to the front window to see Miko waving from inside Bulkhead. He shook his head, and went outside to go with her to the base.

* * *

Outside the Darby residence, someone watched as Jack ran out to join his friends. This mysterious figure smiled at what he had just heard in the Darby kitchen.

"Jack has taken the next step to becoming a true hero," said Paradox, while watching the green Autobot drive by with the Ultimatrix bearer. "But, I hope he's ready. A great darkness is rising, and he will need all his strength to face it.

He then chuckled at a private joke. "But first, he will have to survive the music of Slash Monkey."

* * *

**_And that's another one. Three guesses as to what Paradox is referring to._**

**_Credit goes to a friend of mine for suggesting Jack's Cybertronian form (you know who you are)._**

**_I was about done with this when I thought up the scene between Jack and his mom. It was my first time writing a scene like that, but I like to think I did good on it. Let me know what you think._**

**_As always, send in your reviews, plus aliens and characters you want to see._**

**_-Bibliothekar of the LibraryNexus_**


	8. Chapter 7: Memory

_**And now we go to 'Partners.'**_

_**Do I really have to keep doing the disclaimer?**_

_**I don't own Ben 10 or Transformers Prime.**_

Prime 10: Memory

"I have been a fool. Made mistakes. Monumental ones. I now realize that I was never destined to be leader, or even an equal partner. And I am at peace with that. I have gained a clear understanding of my place in the universe. Of who I am. Of who I was meant to be. Starscream: second-in-command, humble servant to Lord Megatron. Thank you for listening, Soundwave."

The intelligence officer didn't even look up from his work.

Starscream left the silent spy and went up to the bridge. There, Megatron was looking over something Airachnid was showing him. Starscream frowned. Ever since the spider-bot had joined the Decepticons, she had been rubbing the Seeker the wrong way. However, he couldn't put a digit on it.

Currently, Megatron was scowling even more. "Is this true?" he asked.

"Starscream never mentioned it," she answered.

"If he's up to his old tricks, I'll grind him to powder," he growled. Starscream chose this moment to clear his throat (**_AN: Can they do that?)_** to inform them that he was in the room.

"Lord Megatron," he said. "Please pardon Airachnid's impertinence. Now, what is it that I have allegedly failed to mention?"

"The _Harbringer,"_ said Megatron.

"What about it?"

"It was a Decepticon transport that crash-landed on this planet eons ago," said Airachnid.

Starsceram scoffed. "Common knowledge," he said. "I scouted it myself when we landed on this planet."

"Then I presume that you have recovered the experimental weapon prototype that it was transporting?"

"Of course I did. Wait, what weapon?"

"Where is the crash site?" Megatron asked.

"It was never logged into your database," Airachnid answered.

"You failed to record the coordinates of a Decepticon transport?" Megatron almost shouted.

"An oversight, my liege," Starscream said, taking a step back. "But I have noted the exact location."

Megatron smirked maliciously. "Then you can lead Airachnid there, so that she can retrieve the prototype for me."

"My personal tour guide. How delightful," said Airachnid.

Starsceam's optics widened, then narrowed as he ground his denta.

A Vehicon below them nudged his colleague. "Bet you that one of them is going to kill the other."

"You're on," was the reply.

* * *

There was a brief silence. Until a crack filled the air.

Jack leapt down from where he had just impaled a Vehicon. His current form was an alien made entirely out of green diamond. He was dressed in a black sleeveless shirt with a green stripe on it, and black pants. Six spikes were on his back, and there were small blades on his elbows. The Ultimatrix dial was on a belt.

Jack, in the form of Diamondhead, jumped up from where he had landed, and onto another Vehicon. Forming his hand into a sharp blade, he gave it the same treatment he gave the first one. A blaster shot ricocheting off his back drew his attention to a group behind him. Thrusting out his arms, he shot off a wave of crystal shards, which off-lined them instantly.

Watching the holograms fade, he cried, "Next!"

_"__That was the last of them, Jack,"_ said Ship as the dark cavern faded back into the walls of the SAFE. _"I think it's time for you to take a break."_

Jack shrugged and tapped the Ultimatrix dial, returning to normal. "Yeah, I could do with one," he agreed.

_"__So, where's the other two?"_ asked Ship as they entered the main room.

"One of Raf's siblings has a birthday party," answered Jack. "And Miko's host parents took her out for, and I quote, 'a futile exercise in bonding.'"

Ship laughed. _"I bet she's having fun."_

"So, now that I got this," Jack began, tapping the Ultimatrix, "Am I going to go out on missions anytime soon?"

Ship sighed. _"It's hard to judge in these situations,"_ he said. _"If you were a normal Plumber, you would be nowhere near ready to go out into the field._

_"__That being said however, your father used the Omnitrix with little to no training, and you are already in this conflict. So, I say wait and see."_

Just then, Arcee came down from the elevator, with a distant look on her faceplates. She didn't say a word as she went down the hall presumably to her berth.

Ship tilted his head. _"What's eating her?" _he asked.

Jack shook his head. "Arcee's last partner was killed just before I saw her and Bumblebee in action for the first time," he explained. "His memorial is on the roof. She goes up there every once in a while when she has something on her mind."

_"__Oh. Were they close?"_

"Dunno. Ratchet said they were almost like siblings." Jack looked down where his partner had gone. "Whatever they were, it's going to be a long time before she is over his death."

* * *

Starscream stood on the edge of a forest, impatiently tapping a pede on the ground. Eventually, a black helicopter with gold and purple highlights flew low and transformed into Airachnid. "Your chosen vehicular mode lacks… thrust," he said.

Airachnid scowled. "Are you going to preen, or are you going to guide?" she asked.

"I will reveal the exact location of the _Harbringer,_ when you tell me exactly what we are looking for."

"That information is need-to-know. And right now, you don't need to know."

"Oh, you would do well to respect me Airachnid. I'll have you know that before I joined Megatron, I was Air Commander of a squad of Energon Seekers."

"On Cybertron. And this was _how_ many eons ago?"

"And just recently, I snuffed the spark of one of Optimus Prime's fiercest warriors, Cliffjumper."

Airacnid raised an optic ridge. "You snuffed an Autobot?" she asked.

"Without mercy."

"And yet, even Megatron showed you mercy when he had planned to terminate you in that mine."

"Wait, he told you that?"

"We talk."

Starscream scowled. "The wreckage is right below us. I just need to find a point of entry."

Airachnid smirked, collapsed into her spider form, and started drilling, hitting Starscream with some of the debris. When he uncovered his optics, she was below ground.

"Showoff," he muttered as he jumped down the hole after her.

* * *

He ended up in a dusty corridor of a starship. Airachnid was walking down it already.

"Suit yourself," he said, catching up with her. "I conducted a thorough search of this wreck years ago." Ignoring the Seeker, Airachnid went to a wall console. "What are you doing?"

"Accessing the cargo manifest," she replied. She added in a smirking tone, "Or did you not think to do that in your 'thorough' search?"

"Idiot, the ship's systems haven't been activated for eons! The Autobots could detect its Energon signature!"

* * *

"Optimus!" said Ratchet. "Our sensors just picked up a Decepticon signal. But, it's ancient."

"The past has a way of catching up to the present, Ratchet," the Prime said.

* * *

"The weapon is located in Section 23," said Airachnid. "Which is located around…" She stopped at a dirt wall. "Here?" She took a closer look. "The ship must have broken in half during the crash."

"Try in the air," said Starscream. "If you had performed actual research, you would have known that an Autobot battalion shot the _Harbringer_ out of the sky."

"And how far away is the other half?" asked Airachnid impatiently.

"I'm afraid that information is need-to-know," said Starscream, smirking.

With a growl, Airachnid launched a web at Starscream, sticking him to the wall. "What did you do that for?" he yelped.

"You tried to make me look like a fool before Megatron," she hissed. "Have me return empty-handed while you located that weapon yourself!"

"How dare you accuse me!" spat Starscream, offended. "You're nothing but a scavenger! An opportunist!"

"Aren't you one to talk?"

"Perhaps. But I have changed, seen the error of my ways. I live to serve Lord Megatron now."

"You won't live to serve anyone if you don't tell me where to find the rest of this ship right now!"

"A few clicks north of here through a stone arch. Now release me!"

"Sure," she said. "When I have the weapon in hand. That is, if I can find my way back without my guide."

"This is not funny!" cried Starscream. "I am your commanding officer. Come back here right now and cut me loose! That is a direct order!"

Airachnid smirked as she rounded the corner, only to literally bump into Arcee. The impact sent both femmes down to the floor. The rest of the Autobots stopped at the curious sight.

Bumblebee blinked. **"What just happened?" **he asked.

Arcee quickly got to her pedes at the sight of her old enemy. "Airachnid," she hissed.

"Surrender." Optimus's calm voice was a stark contrast to the underlining fury Arcee was emitting.

Airachnid transformed into her spider form and started scurrying away.

"Airachnid, you traitor!" cried Starscream.

The spider-femme started drilling at the wall and headed up to the surface. Arce managed to fit inside it and started climbing up it.

"Arcee, wait!" said Optimus. But, she was already gone.

* * *

Arcee exited the tunnel above ground and started scanning the area for Airachnid, but the spider-femme popped out of the ground behind her, catching her off guard.

"Arcee," she said, dryly.

"I didn't think that you would be one to reside with the Decepticons," she said.

"A temporary arrangement," said Airachnid. "You know I like working alone."

Arcee charged at Airachnid, but the purple 'Con easily dodged her attacks and soon had her pinned.

"By the way, did you add another partner to that growing list of deceased ones you have?" she said.

"Airachnid!" Optimus said as he aimed his blaster at her head. "Let her go!"

Airachnid growled and pushed Arcee into Optimus, sending him slightly off-balance. With him distracted, she transformed into her helicopter mode and flew off.

With the 'Con gone, Optimus looked down at Arcee. "Arcee, you know better than to engage the enemy on your own," he said.

"Not her," said Arcee. "Not after what she did to Tailgate." Her optics darkened as she remembered what had happened many centuries ago.

* * *

_"__I don't know!" cried a bound Arcee. "Please let him go!"_

_Airachnid didn't pay attention. She just walked over to where a white Autobot was hanging unconscious. One of her three legs split and the claw on the end clicked ominously._

_"__No, please!" begged Arcee._

_For a moment, it looked like Airachnid would listen to her. But then she thrust the claw into the white Autobot's spark chamber._

_"__Tailgate!"_

* * *

"She will pay," Arcee vowed.

"Revenge will not bring back those we have lost," Optimus said. "Is that understood?"

Arcee closed her optics and looked away. Before she could answer, Bulkhead said, "Move it!"

She turned around to see him and Bumblebee lead Starscream out of the _Harbringer._ His wings and servos were bound in stasis cuffs, which prevented him from transforming and activating his weapon systems.

"No need to use force!" said the silver Seeker said as Bulkhead pushed him to his knees. "I'll tell you anything you want to know."

"Is that right?" asked Bulkhead.

**"****And what do you want?"** asked Bumblebee.

"I want to join your side," he said.

That caught everyone off guard as they stared at the Decepticon. Finally, Bumblebee asked, "**Seriously?"**

Bulkhead was more skeptical. "Right," he said. "And I have been lobbing with the Fallen."

"You wouldn't betray the Decepticons," said Arcee.

"Oh, wouldn't I? What have they done for me lately? Besides humiliate me, spy on me, and demote me? Megatron tried to extinguish my spark in cold blood! Then he has all but replaced me with that traitorous wretch, Airachnid! And she abandoned me! Left me for scrap! Why not rat them out?"

The other drew back a bit to discuss this, while Bumblebee watched the Seeker.

"He's right about Megatron trying to scrap him," said Arcee. "I saw it with my own optics."

"You're not saying that you actually trust Starscream," said Bulkhead with a raised optic ridge.

"Trust him? Never. But, this may be the one time our objectives align," clarified Arcee.

"You are right to be worried, Bulkhead," said Optimus. "But I agree with Arcee."

* * *

Airachnid easily founded the other half of the _Harbringer._ Going up to it, she found Section 23, containing the pod and its cargo. "Be still, my beating spark," she said as she opened it.

* * *

A convoy of Autobots pulled up next to a small mesa, with Optimus pulling his trailer. The Autobots transformed and Bulkhead walked up to Optimus. "Well, what you know?" he said.

"Still could be a trap," Arcee added, coming up to the duo.

Optimus turned to face his soldiers. "Starscream's loyalty to Megatron has always been questionable," he said. "If he has truly split from the Decepticons, our prisoner's knowledge of their agendas would make him a powerful ally."

"As in 'let him live in the base?'" asked Arcee.

"However unlikely that scenario, every single being deserves a chance for redemption."

"Even 'Bot killers? Even Airachnid?"

"Without that hope, we may never achieve lasting peace," was the Prime's answer.

Bulkhead opened the trailer doors. "Rise and shine, Screamy," he said, pulling the Seeker out by his pedes.

The Seeker blinked as his optics adjusted to the change in lighting as he looked at his surroundings.

"Where is the ship?" Arcee demanded.

"It's through the arch, among the stones," Starscream said.

Optimus nodded. "Bulkhead, Bumblebee, you're with me. Arcee, remain here and guard our prisoner."

"Optimus, please," Arcee began. The Prime shot her a look that booked no argument. "For Tailgate," she added.

Optimus shook his helm. "Your desire to avenge Tailgate will cloud your judgment," he said and the three 'Bots went to search for the _Harbringer._

Arcee and Starscream watched as the rest of Team Prime walked through the arch. When they were out of sight, Starscream said, "Are the cuffs really necessary? My back's giving me a crick. I promise not to fly away."

"I could shove you back in the trailer," said Arcee, off handily.

Starscream stiffened, then relaxed, muttering what suspiciously sounded like, "Shutting up."

* * *

A little ways away, the three Autobots were walking with their blasters armed.

"Be alert," said Optimus. "Airachnid is known for attacking from below ground."

Unfortunately, she wasn't sticking to her regular strategy. This was obvious when she appeared on top of the _Harbringer _and started shooting with the staff weapon she had gotten from the ship.

The Autobots dived out of the way and returned fire. Most of them anyway.

"I've got her," said Bulkhead, taking a step forward.

Which made it kind of ironic that Airachnid's next shot hit him and froze him right where he was standing.

Airachnid smirked. "The Immobilizer," she said. "True to its name." And she started shooting again.

* * *

Starscream watched as Arcee paced in front of him. "I'm not so bad, you know," he said to break the silence. "Megatron, he's the evil one."

Arcee rolled her optics. "Tell that to someone who cares," she said.

"Like whom? Airachnid? Oh, what I wouldn't give to get my servos around her wretched throat."

"So we can agree on one thing."

"Oh, you have no idea. She shows up one day, the next thing I know, she's acting like she runs the place. She whispered lies into Megatron's ear, maneuvered to remove me of my rightful place."

"Well… she terminated my partner."

"What?! She's now taking credit for scrapping him too? That was my doing!"

"What? You weren't there."

Starscream froze, realizing the blunder he had just made. "Uh, of course I wasn't. I don't know what I was talking about."

"Who were you talking about?"

"No one. Who were you talking about?"

"Tailgate."

"Who's Tailgate?"

Arcee's optics widened as she figured it out, and then narrowed in fury. "You were the one. You extinguished Cliffjumper!"

"Cliffjumper?" Then his optics widened as he remembered what had happened a few months ago.

* * *

_Starscream looked up from the report he was reading to the Vehicons who were dragging an Autobot onto the bridge. He was a bright red, and he had a small pair of horns on his helm. One was currently broken off._

_"__Scream," said Cliffjumper. "It's been a while." He paused to spit out a bit of Energon from his mouth. "So, where's your master?"_

_"__I am my own master!" said Starscream before sticking his talons into the red Autobot's spark chamber. "Any other questions?"_

* * *

"No! No!" he said. "You misunderstand! It wasn't like you think! The troops had mortally wounded him! I was trying to help him! Put him out of his misery! He begged me to!"

Arcee kicked him away. It was obvious she wasn't buying it.

"Okay! Okay! It was a mistake! I've made many, but I have changed!"

Arcee was still glaring daggers.

"You wouldn't terminate a defenseless prisoner, would you?"

Arcee looked like that was what she wanted to do. Instead, she pulled out what looked like a futuristic flash drive, and tossed it in front of Starscream.

"What is that?" he asked.

"The key to your cuffs," she replied.

"What for?"

"Cliff would have given you a fighting chance."

"No, please! I don't want to! "What's passed is passed! I'm one of you now!"

Arcee activated her blasters. Starscream let out a whimper.

"Take it!" she said.

Starscream did, but he dropped it in fear.

"You're pathetic," said Arcee, as she knelt down to pick up the key.

She didn't see the smirk on Starscream's face.

Well, not until he jabbed his talons into her side.

She gasped and her optics widened. She took a few steps back and held a servo to her wound, while Starscream casually picked up the key and unlocked his stasis cuffs. "Something wrong, Arcee?" he asked. "I thought you wanted a fight."

Her only response was to activate her blade on her free arm.

* * *

Back with the others, they were having some problems dealing with Airachnid, who was forcing them to keep low.

Bumblebee barely dodged a blast. The errant beam struck the rock behind him, creating a small dust cloud.

Bumblebee looked from the dust cloud, to Airachnid with the Immobilizer, and then back again. One could almost see the light bulb above his helm.

Bumblebee started shooting at the rock, raising up a big cloud of dust that hid him from Optimus and Airachnid's optics. Airachnid was then bombarded with a volley of shots from the hidden Autobot. The spider-femme shot in the general direction of the shots. When the dust had cleared, Bumblebee was frozen in a running position.

Optimus put a digit to his comm. "Optimus to base," he said. "We need backup. Airachnid has got the-AHH!" He was unable to finish his sentence, because Airachnid sprung out of the ground behind him and blasted him with the Immobilizer.

* * *

"Optimus! Optimus!" said Ratchet. "Please respond!"

The only thing he got was static.

Ratchet turned to Jack. "Optimus and the others are in trouble," he said. "And you're the only backup!"

Jack turned to Ship. "Am I ready?" he asked.

Ship clapped him on the back. _"Go for it, kid," _he said.

Without a backwards glance, Jack ran into the groundbridge.

* * *

Meanwhile, Starscream and Arcee were still clashing blade and talons. "You're tougher than your last partner," Starscream said. "Well, at least the one _I_ scraped. Tell me, was Tailgate weak like Cliffjumper?"

"Just keep talking, Starscream," Arcee said, as she swung again.

* * *

Jack jumped out of the groundbridge. His eyes widened when he saw the three Autobots frozen and Airachnid holding what looked like a metal pole with energy dancing around the edges. "This is bad," he said.

Airachnid saw Jack and smirked. "Well, look who's here to play," she said.

Even though Jack was nervous, he tried not to let the spider-bot see it. "Surrender now, Airachnid, and I'll go easy on you," he said, as he activated the Ultimatrix.

The Decepticon laughed. "Why? You don't have anything that can stop me," she said.

"Alright then," said Jack. "Time for you to meet Diamondhead!" With that, he slammed the dial down and was enveloped in a flash of green light.

When the light died down, in Jack's place was a being made of crystal, but it wasn't Diamondhead. His body was covered with an indigo mineral, while his forearms and face were made out of magenta crystal. Spikes made out of the same type of crystal jutted out of his body, including one on his head. He had one green eye. The Ultimatrix dial sat on his chest.

Jack cried out, "CHROMASTONE!" He looked at himself and groaned. "Now's not the time for a new alien, Ultimatrix," he said.

Airachnid laughed. "What good is that?" she asked. "Oh well, Megatron is going to like this rare collectible." She then shot a blast at Chromastone.

Instinctively, Jack put his arms up. And he felt a cool sensation washing over his body. He lifted his head, surprised he could, and his eye widened. His body was shining with multi-colored light. His face split with a grin.

"On second thought, this is the perfect time for a new alien!" he said.

Acting on instinct, he shot a stream of multi-colored light. Airachnid barely dodged it. She fired the Immobilizer at him, but he simply absorbed it again. "You need to get a new strategy, spider-creep!" he taunted.

She smirked. "Maybe I do," she said, and shot a stream of webbing at him. Catching him by surprise, he was quickly immobilized. He struggled to get free as she approached him. "Maybe I can't stop you," she said, "but I can finally take your head for a trophy."

Jack's eye widened at what she was implying.

"Yes," she said. "Maybe I will." Just then, someone tapped her shoulder. She turned around to see Bumblebee standing behind her with narrowed optics.

**"****Think again,"** he said, as he swung a punch that knocked the Immobilizer out of her servos and broke it.

Before she could retaliate, Bumblebee followed up with a punch to her faceplates. When she stopped seeing three, Bumblebee had ripped away the webbing that had been holding Jack in place and both were in a fighting stance. Now outnumbered and outgunned, Airachnid decided a strategic retreat was in order. She transformed into her helicopter form and flew away. With the 'Con out of their reach, the duo decided to check up on Arcee.

* * *

She wasn't doing so well. Starscream had managed to get a hold of her and he was making good use of it. He finally kicked her down into a depression, where she slid painfully to a stop.

Starscream walked down to her. "You should have finished me when I was helpless to fight, just like I finished Cliffjumper. Now, prepare to reunite with your partners!"

Arcee softly said, "This… is…"

"Oh, I'm sorry," said Starscream. "I can't make out your last words."

"This… is for...Cliffjumper!" she cried as she swung her blade across his faceplates. She manage to get another couple of hits before she had knocked him on the ground with her blade at his throat.

"Go on," said Starscream. "Do it! Megatron will only terminate me for treason if I dare return to the Decepticons. You might as well be the one to put me out of my misery."

"As if I needed convincing," she growled, raising up her blade.

"What? Wait! NO!"

Arcee raised up her blade, ready to get her revenge. But, before she could do it…

"Arcee."

She froze and looked up. Standing up upon the hill was Bumblebee and Jack as a crystal alien she had never seen before. Jack had a frown on his magenta visage, and Bumblebee had disappointment in his optics.

"He's not worth it." Years later, she didn't know if Jack had said it, or her thoughts had vocalized it, or even if Cliffjumper's ghost had whispered it in her audio. Wherever the sentence had come from, she slid off of Starscream and onto her back. Bumblebee and Jack slid down to her, as Starscream hobbled away.

* * *

"You left Starscream with the Autobots!" cried Megatron. Airachnid almost whimpered. This was her first time seeing Megatron mad in a long time, and it was scaring her. The Vehicons had left, deciding that the best place to be would be as far away from the Decepticon lord as possible.

Airachnid, as the bearer of bad news, had to stay and face his rage. "Sir," she said, surprisingly keeping her voice steady, "it was Starscream's incompetence that cost us the Immobilizer."

Megatron barely restrained himself from slapping the femme across the bridge. "I don't care about some trinket!" he yelled. "My second-in-command is a prisoner of the enemy! Which means all Decepticon intelligence could be at the fingertips of the Autobots!"

A pair of Vehicons winced at the verbal beating Megatron was giving Airachnid. Well, at what they could hear through the door. "When is it safe to go back in there?" one asked.

"Who knows?" replied his companion. "Two days?"

The first one nodded. "Sounds about right. Oh, by the way."

"What?"

"Pay up."

The second one groaned.

* * *

Bulkhead grunted as he regained mobility. "Not doing that again," he said, as he rotated his shoulders.

"Just be glad I was able to repair the Immobilizer," said Ratchet as he waved said weapon around. "The damage to it was severe."

Rolling his eyes at the "Whatever," Bulkhead said, Jack looked over to where Arcee and Optimus were. After the Prime had regained mobility, he had gone over to listen to Arcee's report. She had told him how she had found out that Starscream had been the one to offline Cliffjumper, and how the two had fought, and how she had almost returned the favor.

"I thought that settling scores would allow me to move on," she said, not facing the other Autobots. "Instead, I chased away our hope of winning this war anytime soon."

Optimus nodded. "Wisdom cannot be granted, Arcee," he said. "It must be earned. Sometimes, at a cost."

The blue femme just stared at the ground.

* * *

Starscream came across a rock and began slamming the clamp on his back on it. As he did, he began muttering to himself.

"I have been a fool," he said. "Made mistakes. Monumental ones. But, I have gained a clear understanding of my place in the universe. Of who I am. Starscream, aligned with no side, servant to no one."

With the clamp broken off, he transformed and flew off into the night.

* * *

**_And that's another chapter._**

**_Before anyone goes on about how I could have had Jack use Feedback instead of Chromastone, my reasoning is that Airachnid has traveled the galaxy and knows about the Conductiod(Feedback) species and their abilities. While on the other hand, their is only one Cyrstalsapien(Chromastone) in existence. So, Airachnid didn't know about Chromastone's abilities (at least right away) and didn't know how to counter them._**

**_About the next update, next week is spring break, so I'm free from college. YAY!__ The bad news? I don't have internet access at my parent's house, so I won't be able to update. _:(**

**_But not to worry. The week after that, I'll post two updates! Its the least I can do for my readers._**

**_Keep sending in your reviews!_**

**_-Bibliothekar of the LibraryNexus_**


	9. Chapter 8: TMI

**_I really need to stop setting dates for when I update._**

**_Turns out spring break is this week. So, this will be the only update you get this week. Sorry._**

**_I don't own Ben 10 or Transformers Prime._**

Prime 10: T.M.I.

In the Autobot base, Miko, Yuki, and Bulkhead were watching a monster truck rally on the TV. The drivers were driving their trucks over rows of cars.

_"__Give it up for the baddest beast machines on the planet!" _the announcer said.

Ratchet looked up from where he and Perceptor were working on a project. "Would you mind lowering the volume?" he asked.

"Hey, Ratchet, check out the monster truck rally that Miko took me to last week!" said Bulkhead.

"I compiled the highlights on my cell phone!" Miko added, holding up said device.

"Then why were you watching it again?"

"Cause Yuki didn't get to go."

The Necrofriggan exhaled a puff of cold air and folded her arms. "One little prank, and I end up in the doghouse," she said.

Perceptor looked up at her statement. "I do not call what you did 'little,'" he said.

"What did you do?" Miko asked.

Yuki grinned. "Let's just say that Perceptor does not like Slenderman," she said.

"I don't know anyone who does."

"As in 'screams like a femme and jumps in the air' not like him."

"Tell me you got pictures!"

"Depends on what I can get for them."

Before the two could talk any further, they were interrupted by Ratchet. "Innocent vehicles battling it out for the pleasure of human spectators? Bloodsport!"

"Yeah!" the trio shouted.

"Bulkhead, you could be out in the field helping Optimus right now."

The green Wrecker scoffed. "He doesn't need my help to search for some ancient educational thing-a-ma-bob," he said.

"The 'thingamabob,' to which you refer happens to be a Cybertronian data cylinder," Ratchet said as he pressed a button that displayed an image of it on the TV screen.

"Hey, I was watching that!" said Yuki.

"And there is no telling what intelligence it might hold," he continued. "During the Golden Age of Cybertron, dozens of these cylinders were created. Each containing the sum total of Cybertronian knowledge on any given subject: stellar cartography, medicine, ancient mythology. When the war broke out, the cylinders were hidden throughout the galaxies to keep them as far as possible from Decepticon reach. Detecting a signal here, on Earth, is the opportunity of a-"

"T.M.I., Ratchet," said Miko.

"T.M. what?" asked the medic.

"Too much information," said Yuki. "Now change it back! I want to see the hoedown smackdown!"

Before he could reply, a transmission from Optimus came through. _"Ratchet! Decepticon ambush! The cylinder is at risk! We require immediate backup!"_

"Backup is what I'm built for," Bulkhead said, smashing his fists together.

"Go bend some fenders, Bulk!" said Miko.

Ratchet gained a mischievous light in his optics. "I have an important mission for you too, Miko," he said.

"Yes!" cheered Miko. Ratchet handed her a mop. "Oh, come on!"

Perceptor stood up. "Yuki," he said. "I require your assistance repairing the equipment that was… damaged during your prank."

Yuki drooped. "Someone save me," she said.

Miko was about to ask how it was damaged, but a look from Perceptor made the question die on her lips. Taking a look at Ratchet, she saw that he was having trouble with the groundbridge controls. Seeing that Percepter wasn't paying attention to her, she dropped the mop and ran into the open groundbridge.

* * *

The vortex dropped her on the edge of a battlefield. She immediately had to duck as a Vehicon head bounced off the ground three feet away from her. She looked up, and then scampered as the rest of the drone came flying her way. She hid behind a rock and risked peeking out.

Optimus blocked another punch from Knockout, and said, "Autobots, stand your ground! The artifact must not fall into enemy hands!"

With that, he landed a punch of his own on Knockout's faceplate, which sent the Decepticon medic tumbling across the battlefield. Unfortunately, he landed next to the relic.

Knockout grinned. "Come to papa!" he said, reaching out to grab the cylinder.

Only to be tackled by Bulkhead. "Run to mama!" he said.

The green Wrecker was caught in a chokehold by Breakdown. "Say uncle! Say it!" he added.

While the three bots were fighting, Miko sneaked around them and made it to the cylinder. When she got to it, she pulled out her cell phone and called the base. "Ratchet, come in!" she said.

* * *

"Miko, this is an emergency channel! We need to keep it open for the oth… wait, where are you?" Ratchet said.

"He just noticed?" Yuki asked Perceptor.

_"__I'm with the thingamabob!"_

"The thing-a-ma… the data cylinder?"

* * *

"Yeah, could you bridge it out of here?" Miko replied.

"_I'll activate the groundbridge,_" Ratchet said.

The spinning vortex appeared… on the other side of the tussling bots. "Can you get it any closer?" asked Miko.

_"__You'll have to give me the coordinates!"_

"Uh, fifty yards?"

_"__Precise coordinates!"_

Miko ducked as a blast came dangerously close to her. She put away her phone, and started pushing the cylinder. Unfortunately, she wasn't having any luck. Frustrated, she kicked it. It didn't even rock.

"WHOA-WHOA-WHOA!" Miko looked up to see a bunch of Vehicons waving their arms and trying to keep their balance on… a patch of ice?

"How's it chilling?" a voice said as Yuki appeared right beside the Asian girl.

"How did you do that?" Miko asked.

Yuki laid a finger next to her non-existent nose. "A magician never reveals her secrets," she said.

"So, why are you here?" Miko asked.

Yuki turned serious. "Ratchet got worried when you hung up, and Perceptor gave me the okay to come and help you."

"So, can you lift this? You don't look very strong."

"We Necrofriggans are stronger than we look."

Miko and Yuki both put their hand on the cylinder and began to push. However, when Yuki did, the cylinder let out a beeping sound and a red light on the end started blinking.

Miko blinked. "Is it supposed to do that?" she asked.

Bulkhead heard the beeping and turned to see his charge and Yuki next to a beeping object. "Miko!" he cried and started running toward them. However, Breakdown took this opportunity to knock the Wrecker on the ground.

Just then, the cylinder shot out a beam of red light that hit Bulkhead in the helm and knocking him out.

"Bulkhead!" cried the two females and they rushed over to their large friend.

Knockout darted by them and picked up the cylinder. "You sure took one for the team Bulkhead," he said with a smirk. "My team."

That was when he was knocked off his pedes by a yellow sphere. Knockout fell back on his aft as the sphere uncurled into a bipedal alien. It was big and bulky. Its back was covered in yellow armor-like plates and the Ultimatrix dial was on its chest.

Jack, in the form of Cannonbolt, pumped his arms. "Oh, yeah!" he said. "Str-ike!"

Knockout lifted himself up and felt a scratch on his chassis that he got from falling over Jack. Glaring at the shapeshifter, he lashed out one of his pedes in a kick. While it failed to harm the alien, it had the effect of knocking him flat on his back, where he began struggling to get up.

While Jack was struggling to turn over, Knockout activated his comm. "Knockout to _Nemesis, _we have the artifact. Requesting groundbridge."

The groundbridge opened and Knockout and Breakdown ran into it. The remaining Decepticons fled into the sky. The Autobots went over to Bulkhead who was just coming to.

"Bulkhead, are you alright?" Optimus asked.

"I'm fine," the Wrecker said. "Didn't even smart."

"If nobody is too busy, could someone turn me over?" Jack asked from his position.

Miko blinked and asked, "Couldn't you have turned off the Ultimatrix or something?"

Jack laid there, stunned by the obvious solution. "I should have known that," he said, tapping the dial and returning to normal.

* * *

"So what took you so long?" Miko asked Jack back at the Autobot base.

He frowned. "I ran out of juice," he said, holding up the Ultimatrix. "Had to wait for this to recharge."

Meanwhile, Ratchet had just finished doing a medical scan on Bulkhead. "Come on Ratchet, I helped lose that thing. I want to be out in the field with Optimus and the others looking for it," he said.

"Ah, ah! You're under my watch now," said the medic. "Optimus' orders. And I think that running a scan of your neural net will be a wiser use of your time."

"Come on, doc, there's nothing to scan up there anyway."

"He seems fine to me," added Miko.

"Well, if you insist on being useful, you can help Miko and Yuki tidy up," said Perceptor grabbing another mop.

Miko groaned. "They're mad with power," she said.

"That's Ratchet. Null vector squared alright," said Bulkhead.

Yuki tilted her head. "Huh?" she asked.

"Why aren't you ordering Jack around?" complained Miko.

Just then, Ship came around the corner. _"Jack, I'm ready for you,"_ he said. _"You better suit up."_

Jack's response was to activate the Ultimatrix.

When the green flash died down, in Jack's place was another yellow-armored alien. This one, however, resembled an Earth armadillo with small grey ears and a skinless tail. Piston parts could be seen in his arms. The Ultimatrix dial was displayed on his chest.

"ARMODRILLO!" Jack cried. "Coming," he added before following Ship to the SAFE.

"Lucky," Miko muttered before she turned her attention to mopping.

"Hey, do we have any paint?" Bulkhead asked.

"Why? Got something on your mind?"

* * *

"What do you mean it's empty?" asked Megatron, back on the _Nemesis._

"My lord," said Knockout, indicating the cylinder, which had four flaps opened to reveal a dimmed red bulb. "These cylinders not unlike Earth batteries. The data is stored within as a type of energy. When it is fully charged, it acts like an energy reading, which is how our scanners picked it up to begin with. But now…" He tapped a sequence on a keypad on the side, only for it to release a bit of smoke.

"Dead battery," Breakdown finished.

"Did you drop it, you one-eyed oaf?" Megatron growled.

"No way was I going to touch it after I saw what it did to Bulkhead."

The three Decepticons started and thought on what Breakdown had just said. "Hey, you think…" began Knockout.

"I know," said Megatron. "And I must find what that vessel contained. When it comes to the secrets of the Ancients, knowledge can be power."

* * *

"Seriously Ratch," said Miko. "You've got to see what Bulkhead's painting in here."

Ratchet rolled his optics. "Yes, I'm sure one hasn't lived until one has beheld Bulkhead's take on still life with lug nuts," he said.

They turned around the corner and Ratchet stopped dead in his tracks. The walls were covered with complex symbols and equations. Bulkhead was by the tunnel entrance, painting more symbols wherever he could reach with his mop.

"See!" Miko said.

"The differential of 1/3 R cubed is R-RD-R," the green Wrecker muttered.

Ratchet shuttered his optics, and then said, "This is not art," he said. "It's… SCIENCE!"

* * *

Ratchet pulled up the results of the scan as the rest of Team Prime drove into the base. "What's the diagnosis?" Arcee asked.

Ratchet pointed to a small red spot on the image. "This red spot you see here?" he said. "It is information, data, living energy."

"Hold on," said Miko. "It's alive, it's on fire, and it's in Bulkhead's brain?"

"The correct term is 'processor,' but essentially you are correct, Miko," Perceptor said.

"Chill, Miko," said Bulkhead. "The data is only taking up a fraction of my brain. Infinitesimal by neural network densities." He then realized what he had said. "Wait, how did I know all of that?"

"One, I'm the one who does the cold thing," said Yuki. "Two, why is the data in Bulkhead's cranium?"

"Based on what we have witnessed during our skirmish, the living data must be programmed to eject when it senses unauthorized access," said Optimus.

"A security measure," clarified Ratchet.

"It would have jettisoned heavenward," continued Perceptor. "Lost to the stars."

"Except my fat engine plug got in the way," Bulkhead finished.

"But why didn't it react until Yuki touched it?" Jack asked.

"These cylinders originated from Cybertron's Golden age, predating Autobot and Decepticon divisions," Ratchet answered. "So, it doesn't consider any native of Cybertron a threat."

"Only alien life-forms with the potential to damage it," continued Perceptor.

**"****So, are we looking at genius or gibberish?" **Bumblebee asked.

The two scientists exchanged a glance. "I don't want to get anyone's hopes up," said Ratchet. "But these equations look like a formula for synthetic Energon."

All of the other Autobots, besides Optimus, started at this. "Seriously?" asked Arcee.

**"****We hit the mother-lode?"** asked Bumblebee.

Miko looked at the Cybertronians. "What's the big fuss?" she asked.

Bulkhead turned to her. "Miko," he said. "Energon provides our fuel, ammo, and supplies our life force. With the natural stuff in short supply on Earth, this could solve a lot of problems."

"Such as providing the edge we need to turn the tide of this war," Optimus added.

"Or giving us the key to revitalizing Cybertron," finished Perceptor.

"We got the goods and all Megatron got was an empty bucket," Arcee said with a smirk.

"How often do I use my noggin to save the day?" asked Bulkhead.

Bumblebee checked his internal clock. "**Well, I have to go pick up Raf,"** he said.

Optimus nodded. "Dismissed," he said. Bumblebee transformed and drove through the tunnel.

* * *

A couple of hours later, Bumblebee drove back through the tunnel with Raf in his passenger seat. Bulkhead was in front of a metal plate, painting another part of the synthetic Energon formula. Miko was in the human area with Jack. "Aren't you done yet?" she asked.

"I have to admit, it sure is weird to see Bulkhead in brainiac mode," Raf said to his guardian.

Bumblebee beeped an affirmative. **"No kidding,"** he said.

Bulkhead had ran out of room on the plate, so Arcee came over and dragging it over to the med-bay. Miko jumped up excitedly when she saw this.

"Alright, break time," she said. "You up for a lighting round of _Sumo Slammers: Speedway_?"

"…Energon temperature and volume…" muttered the green Wrecker, not paying attention to her.

Bumblebee went over and pick up the other end of the plate and helped the femme move it the rest of the way. "Got another round for you to log in, Ratchet," she said.

Ratchet wave a servo in the general direction of the others, most of his attention focused on a scan he, Optimus, and Perceptor were looking over. "It's just as I feared," he said. He pointed at another screen. "This is Bulkhead's neural net as we saw it a few hours ago. This," he said, tapping the one they were looking at, "is one I took a few minutes ago." The small red spot had grown to cover half of the processor. "The data seems to be actively and aggressively rewriting Bulkhead's neural network. I had hoped that he purging the data, but he's merely transcribing it as it…"

"Consumes his mind," finished Optimus.

"And by all indications, by the time Bulkhead finishes writing the formula, his own thoughts and memories could be wiped clean."

"Wait," said Yuki from where she was standing on one of the med berths. "Are you telling me that if the data stays in Bulkhead's processor, he'll become a mindless drone? Like Perceptor?"

The red Autobot looked up indignantly. "I heard that!" he said.

"You were meant to!" Yuki shot back.

"But if we stop him, its goodbye synthetic Energon," Arcee said.

Ratchet shook his helm. "You speak as if we had a means to stop him," he said. "Neither I or Perceptor have instant access to the wisdom of the Ancients."

"Regardless, I will never allow one of our own to be sacrificed," Optimus said firmly. "No matter what the cost."

Perceptor tilted his helm as a stray thought struck him. "If the data had transmitted from the cylinder, we might be able to coax it back in," he said.

**"****One small problem,"** Bumblebee said. **"The Decepticons have it. How do we get it from them?"**

"Megatron will bring it to us," Optimus said.

* * *

Meanwhile, Bulkhead was still painting. Miko dragged her guitar and amp over behind him and set them up.

"… but when divided by eight, it is amplified…" said Bulkhead to himself.

"You want amplified, don't you?" Miko said.

"… proving Que's paradox is inaccurate…"

She turned on the amp and played a riff on it. Bulkhead dropped his mop brush and held his audio receptors in pain. "What is that?" he demanded.

"Metal!" answered Miko. "You love this song!"

"I'm trying to concentrate here," Bulkhead retorted.

"Urgh, you're starting to sound like Ratchet," Miko said.

"Who?"

Miko's eyes widened and she ran over to the medic. "Ratchet!" she said. "I think Bulkhead's losing his mind!"

Ratchet just looked away.

"You already knew?" she asked.

"We didn't want to frighten you," he said. "But don't worry, Optimus has a plan."

"Optimus isn't Bulkhead's doctor. I just need to know, when he is done spitting out the formula, he'll go back to being regualar old Bulkhead, right?"

Ratchet bowed his helm and closed his optics. Miko closed her own eyes in pain.

* * *

"Lord Megatron," said Knockout. "We have detected a familiar energy profile."

"The data?" asked Megatron.

"Bulkhead must have left the shielded radius of their base," Knockout continued. "Breakdown and I will-"

"Fail me again?" Megatron asked. "No, I will go myself."

* * *

In the area where Knockout had detected the energy signature, a groundbridge opened up. Out of the vortex stepped Megatron and a squadran of Vehicons. However, instead of finding Bulkhead, they discovered the rest of the Autobots. In Optimus' servo, he held a green canister that was blinking on both ends.

Megatron raised an optic ridge. "Optimus," he said. "You're not the Autobot I expected to find here. But let me guess. You rigged a transponder to mimic the frequency of the data I seek."

"That would be correct."

"And I assume you want the data cylinder."

"That would also be correct."

"You can have the cylinder, Prime," said Megatron. "In exchange for Starscream."

Optimus stood in silence for a while. He finally said, _"_We do not have Starscream in our custody. However, if you give me the cylinder, I will return full of energy."

Megatron smiled. "That would be an acceptable substitute," he said. "But what trifles did it hold that made you so anxious to give it away?"

"Accept my proposal and you will find out why."

* * *

"Do you remember the time you and Wheeljack were surrounded by Decepticons?" asked Miko. "And you saw him chuck his only grenade into the heat exchanger?"

"Who?"

"Wheeljack! Your best bud!" she said, showing a picture she had taken when the white Autobot had visited the base. "Besides me, of course."

Bulkhead just stared at the photo.

Miko sighed. "Do you even know who I am?" she asked.

"Of course! You're… you're…" He trailed off and then went back to writing the formula.

Miko hung her head.

"…equivalent to the progression of void elements to the tenth power…"

Ratchet came over to pick up the filled plate. "Keep them coming, Bulkhead," he said.

Meanwhile, Raf was talking on his cell phone. "Okay, Mama," he said. "I love you." He hung up. "Can someone take me home?" he asked. "My mom's getting worried."

Yuki stood up. "I can," she said. "Hey, Ship! Can I borrow your motorcycle?"

_"__Just bring it back in one piece,"_ came the tired reply.

Jack raised an eyebrow. "You're going out like that?" he asked.

Yuki grinned and pulled out a mask similar to the one Ship had worn when he had come to the base. She put it on and there was a green flash. When it had died down, in her place was a young human woman. She looked like Arcee's holoform. She was dressed in a dark blue shirt with snowflake designs printed all over it, with light blue pants and a jacket that had the same spots as her wings. Her shoulder-length hair was also a dark blue and she had green eyes.

She raised an eyebrow at Jack, daring him to say something. When he didn't, she approached Ship's motorcycle, which was parked near the entrance, and pulled out two helmets out from somewhere. Giving one to Raf, she placed the second one on her own head. She started up the bike and drove out through the tunnel.

Miko looked fron where Ratchet was logging in part of the equation, to the unsupervised groundbridge and had an idea. She typed in a set of coordinates, and started it up. She then went over and took the mop out of Bulkhead's servo.

"Hey!" he said.

She waved the mop. "Come on!" she said. "Do you want to finish your formula?"

Jack saw Miko run through the groundbridge, with Bulkhead in hot pursuit. He rolled his eyes. "Girl's gonna get herself killed one day," he said as he ran after her.

* * *

"Do you accept my proposal?" asked Optimus.

Before Megatron could answer, his comm. crackled. _"Lord Megatron,"_ said Knockout.

"A moment," said the warlord, walking away from the group a bit. "What is it, Knockout?" he asked.

_"__First, did you find what you were looking for?"_

"It's complicated. What else did you have?"

_"__Well, Breakdown and I may have located the bogey. Fully charged."_

"Proceed."

_"__One problem. We don't have the cylinder."_

"Then bring me his head."

* * *

Miko and Bulkhead were in the monster truck arena. Bulkhead was painting more of the equation on the walls while Miko was trying to jog his memory.

"Look," she said. "You love monster trucks! Remember when we snuck in here after the show last week?"

He just kept painting symbols on the walls.

Miko sighed. "Is any of this ringing a bell?" she asked.

"Bell curve?" Bulkhead asked. "No, no, that won't factor in."

Jack shook his head. He had transformed to keep out of sight and was currently in the form of Wildmutt. In this form, he was covered in orange fur, with two sets of gills that granted him the ability to see even though he didn't have any eyes. The Ultimatrix dial was on a collar around his neck.

However, having a radar sense isn't useful if you weren't paying attention. Jack found this out the hard way when he received an electric shock. Before he lost consciousness, he heard someone say, "I didn't think Earth had any dogs _that_ ugly."

Miko sighed. "Okay, forget the past," she said. "Starting now, we can make some new memories." The green Wrecker just kept on painting. "Bulkhead, I know that somewhere inside of you, you'll always remember me. And I just want you to know, that I will never forget you either," she said.

"Boo-hoo. I'm shedding lubricant," Breakdown said as he and Knockout entered the arena.

Miko gasped and turned to Bulkhead. "If you don't follow me right now, these guys are going to… steal the formula," she said.

Bulkhead's optics widened. "My equations!" he said.

"Come on, come on!" Miko said, and the two fled.

"Not like Bulkhead to run from a fight," Breakdown said.

"I'm afraid our friend has had too much to think." Knockout activated his comm. "Lord Megatron," he said. "We are good to go."

* * *

"Very well," said the warlord. Turning to the Autobots, he said, "Upon careful consideration, Optimus, if you want the cylinder, you will have to take it."

With that being said, the Vehicons attacked. Optimus and the other Autobots counterattacked and the fight was on.

* * *

Knockout and Breakdown found themselves in a parking lot full of vehicles. "Oh, joy, fun and games," said Knockout. They split up to better find Bulkhead. "Come out, come out, wherever you are, said Knockout.

Breakdown's method was more direct. He started smashing the cars.

Miko peaked out from inside Bulkhead's alt. mode. Seeing that they had some time, she tried calling the base for a groundbridge, but all she got was static.

"The 'Cons must be scrambling the signal," she said.

"…the tri-sector of the polygon is an integral subset…" said Bulkhead.

"Shhh! Quiet!" said Miko. "I'm going to try to contact base," she said. "Stay here, keep silent, and don't move."

* * *

Optimus sliced a Vehicon in half while Arcee finished the last one. Looking at the remains of his force, Megatron shook his helm.

"In that case, no one gets it," he said, dropping the cylinder on the ground and crushing it under his pede.

Enraged, Bumblebee and Arcee shot at the Decepticon leader, but he simply transformed and flew away.

_"__Optimus!" _said a panicked Ratchet. _"Bulkhead, Miko, and Jack have left the base! I have their coordinates."_

"Bridge us back," said Optimus, hoping to be in time to rescue their teammate.

* * *

"Bulkhead," said Breakdown, tapping a finger on the window of a truck. "Is that you?" He smashed the front of it. "I guess not."

Hearing tiny footsteps, he turned around to see Miko running behind another truck. He started to go after her, but Knockout said, "Forget the human, Breakdown. Games are only fun when you're winning."

He held up an energy scanner, which was blinking. "And something tells me that I'm warm."

Knockout stopped in front of an immobile Bulkhead. "And the victor of the game is-"

Before he could finish what he was saying Bulkhead transformed and painted an equation on Knockout's chassis.

"You… painted my paintjob," said Knockout. "PREPARE FOR SURGERY!"

But before he could do anything, Breakdown equipped his hammer and slammed it on the Wrecker's head, knocking him out. Looking at Knockout, he said, "The patient is ready."

"True, but we have the wrong doctor," said Jack, finally catching up with them.

Breakdown narrowed his optic. "Leave if you don't want to get squashed, fleshy," he said, raising his hammer.

Jack activated the Ultimatrix. "If it's a smack-down you want, then I vote Rath!" he said as he slapped the dial.

Jack began changing, but it was obvious it wasn't Rath. Jack's hand became an orange pincer. His legs folded into his lower body as his head shrank into his shoulders and fused with his neck. His intelligence increase as the size of his head did. When the change finished, he was a four-foot crab-like alien. The Ultimatrix dial was on a brace around his abdomen.

"BRAINSTORM!" he said. Then he looked at himself. "I am not Rath," he said. "I am a seafood dish!"

Breakdown started laughing, but Knockout had paled even whiter. "This is not good," he said.

Breakdown scoffed. "What can that thing do?" he asked.

Jack grinned. "I believe what the good doctor is thinking, my good Decepticon, is that you are severely outmatched, as my current guise has electro-kinetic abilities," he said.

"Huh?" asked a confused Breakdown and Miko.

Jack sighed. "Perhaps a demonstration," he said, opening his skull plate.

"Ewww," said Miko, upon seeing the exposed brain. "Cool!" she said after Jack shot lightning out of it that landed near Knockout's pede.

Jack narrowed his eyes. "Let us now see how _you_ take a shock to your nervous system, my good doctor," he said, before releasing a very strong lightning bolt.

It overloaded Knockout's systems, making him jerk his limbs in random patterns. One flailing arm hit Breakdown, causing the blue 'Con to fire off a missile accidently. The unexpected projectile hit the prone Bulkhead.

The green Wrecker opened his optics and fired off a red beam as the data made its way into the sky.

"Not again!" cried Breakdown.

"Get down!" said Knockout taking his own advice.

When the data had finished shooting off into space, the two 'Cons got up. "Dead battery," said Knockout. "Megatron is going to peel our paint for this."

"So, we are going to have to peel you," said Breakdown as Knockout activated his buzz saw.

Just then a groundbridge opened and the rest of the Autobots came out of it.

"Or peel out of here!" said Knockout as he and Breakdown transformed and drove off.

The Ultimatrix timed out and Jack transformed to normal, while everyone looked at Miko who was sobbing against Bulkhead.

* * *

Ratchet scanned Bulkhead, then shook his helm. "The data has been fully expelled, but Bulkhead remains unresponsive."

Jack looked at Miko, who was being held by Yuki. "She's taking it pretty hard," she said.

Arcee knelt beside him. "Yes. She thinks that she is the reason that we lost Bulkhead."

Jack hung his head shamefully. "Well, at least she wasn't the reason you lost the data."

Ship came up behind him. _"It was your first time using Brainstorm, Jack,"_ he said. _"You had no idea what would happen."_

"And besides, it kept it out of Decepticon servos. If anyone were to back up that plan, it would be Bulkhead."

"I wouldn't give up on Bulkhead just yet," said Ratchet. "He may come out of his comma in response to a familiar sensation, be it sight or smell, even a sound."

Upon hearing that, Miko went over to her guitar, which was still plugged in. turning on the amp, she played the same note that she had played earlier. Bulkhead still laid there and Miko hung her head again.

But just then, Bulkhead let out a groan.

"Bulkhead?" asked Miko.

He grinned and strummed an imaginary guitar. "I love this song!" he said.

Miko pumped her fist with joy. "Yes! Bulkhead's back!" she cheered.

During the cheering, Ship pulled out his Plumbers badge. Reading the message it had, he sighed and went over to Jack. _"They're having technical troubles at HQ, and they want my help,"_ he said. _"You good for a couple of days?"_

Jack nodded. "I'll be alright," he said.

_"__Good,"_ Ship said. _"Keep practicing you're your aliens."_ He then tapped a button on his badge and teleported away.

* * *

Deep within the reaches of space, the wreckage of a ship floated. What was once a fearsome cruiser, was now a floating wreck. This was the final remains of the final battle between Vilgax and Ben Tennyson. For fifteen years, it has laid undisturbed, mostly because of the strong cosmic radiation that penetrated the area.

But now, the radiation has begun to die down, and a ship makes its way towards the wreck. It is a black ship, with blood-red stabilizers, and a strange insignia of the same color. It is of a stylized skull, looking vaguely rat-like.

The two passengers of the ship are dressed in dark uniforms with the same badge. They look like Earth rats that decided that it would be a good idea to walk on their hind legs. One is fatter than the other, and one ear is ragged. The other is a foot taller than his companion.

The taller one speaks into his communicator. "Commander Y'Clun," he said. "We have reached the wreckage. Preparing to touch down."

_"__Excellent work," _someone said. _"I want to be posted on all that is found on that ship, F'ngbuarn."_

"Will do, F'ngbuarn out."

"I still think that this is a bad idea," said his companion. "Why are we out here anyway?"

F'ngbuarn slapped his head. "For the last time, Ch'sefief, this is the wreckage of a ship belonging to Vilgax the Conqueror. The boss wants to know how he got his power.

"And what Skeruge Y'Clun wants, he gets."

* * *

_**And there we are.**_

_**And behold, a new player enters the arena! He won't make a major reappearance until next season. (Which for this fic will be after the end of 'Orion Pax.'**_

_**I changed the conversation between Optimus and Megatron because I figured Bucket-head would have asked about his missing SIC. And I pitted Jack against Knockout and Breakdown because I figured it was time he had a fight in the war. Plus I wanted to introduce Brainstorm.**_

_**Thanks for sending in your reviews! I don't think I have said that yet. Keep sending them in, I use them to gauge my work. Also send in the aliens you want to see. Just don't expect to see them in this season. I've got the rest of the roster picked out. I'd tell you them, but spoilers.**_

_**-Bilbiothekar of the LibraryNexus**_


	10. Chapter 9: Mystery

**_I'M NOT DEAD!_**

**_Sorry for not posting last week, but between schoolwork and church, I was tied up! Sorry about that._**

**_I'm also trying my hand at my first original chapter, which is another reason this took so long. This happens during the events of 'Stronger, Faster.'_**

**_One more thing, a reader asked if the rats mentioned last chapter have anything to do with Argit. Answer: No. Different alien species. _**

**_I don't own Ben 10 or Transformers Prime._**

Prime 10: Mystery

Ratchet poured a glowing orange liquid into a small container. This was a batch of synthetic Energon Ratchet had made up from the formula that Bulkhead had written down. The last few batches had… less than stellar results.

Ratchet took a look at the latest batch through his microscope. "Surprisingly stable," he said, as he remembered that the last time he had ended up with soot covering his faceplates. "Maybe it needs a quickening agent," he said, pulling out a small vial of a light magenta liquid.

He added one small drop to the mixture. It released a small puff of smoke, before turning a steady green.

"Almost done," said Ratchet to himself. "Now, we have to test it."

"Mind if we watch?" someone asked from the entryway.

Ratchet looked up as Ship and Raf came into the lab along with a yellow-skinned alien with a lighter yellow underbelly. It had green eyes all over its body, except, ironically, on his face, which was covered by a pair of bat-like ears. He was dressed in a pair of black pants with green stripes as well as green cuffs. The Ultimatrix dial was on a green belt.

Ratchet raised an optic ridge and smiled. "Well, since you've got protective goggles, you can come in," he said. "Although… I don't know where we can get Jack some."

Jack rolled all of his eyes. "Hardy, hardy, _har_," he said. "Very funny."

"So, what's this alien called?" Raf asked as Ratchet went into the back room to get some equipment.

Jack grew embarrassed and rubbed the back of his head. "Eye Guy," he said.

Raf stared. "Seriously?" he asked.

Jack tapped the Ultimatrix dial and returned to his human form. "Yeah. As great as a job my dad did in naming all my other aliens, he really dropped the ball with that one."

Before they could continue that discussion, Ratchet reappeared, carrying a small test engine. He placed it on the table and said, "Now we load some into this test engine and see if it works." He then proceeded to do so.

When the sample was injected, everyone held their breath and watched the engine intently to see if it worked… or to start running at the first sign of an explosion.

Fortunately it didn't explode this time. The blue lines on it turned green and the wheels started turning.

"It works!" said Raf. "Hey Bumblebee!"

"Ep, ep, ep!" said Ratchet. "This stage of the formula requires further testing before we can begin to use it for fuel, ammunition, or first aid."

Perceptor transformed from where he had been doing duty as the microscope and took over the explanation. "Which is rather unfortunate, since our own Energon reserves are decreasing rapidly. Our severely outnumbered warriors have been burning through our stockpiles as of late as the Decepticon army continues to grind us down."

"Natural Energon is in short supply on your world, and Megatron seems to have his oily claws in all of Earth's deposits." Ratchet then grew hopeful. "But if we can figure out how to successfully produce a synthetic form, we can manufacture all of the Energon we would need!"

Just then, a ringing sounded. _"That would be me," _said Ship, pulling out his badge. Flipping it open like a cellphone, he put it up beside his head and said, _"Hello."_

Then, an alarm came up. Ratchet ran over to the computer. "Energon on the move," he said.

"Ugh… again," said Bulkhead.

"These incidents lead to a familiar pattern," Optimus said. "The Decepticons are desperate to find new places to mine. Autobots…"

"Optimus," said Ratchet. "If one of you comes back wounded this time… well… our Energon reserves will be at an all-time low."

"Understood," said Optimus. "Autobots, roll out!"

After the Autobots left, Ship came back into the main area.

_"__Now, I'm not disagreeing with your intel," _said Ship, _"but you also have to consider the source. And how many times has this particular source double-crossed us?"_

Ship put a hand over his face at the answer he must have gotten. _"Okay. Just tell Kevin that one of these days, his old friend is going to get us all killed."_

Closing his badge, he turned to Ratchet. _"Can I borrow the groundbridge?" _he asked. _"I need to get somewhere fast."_

The medic grunted an affirmative.

Ship typed in a set of coordinates. _"Thanks,"_ he said.

The medic waved a servo as he looked over the data from the synthetic Energon test.

Ship activated the groundbridge and ran into it, putting on his I.D. mask as he ran into the tunnel.

* * *

The groundbridge portal opened up in an alleyway and Ship in his human disguise leapt out of it. He looked around, but didn't see anything out of the ordinary. He scowled and kicked at the ground.

"Should have known better than to listen to a tip from Argit…" he muttered.

That was the last thing he said before he was hit with an electrical shock and he blacked out.

* * *

Jack watched as the groundbridge started back up. Just earlier, he and Raf ran into the medbay after hearing a crash. They had found Ratchet lying flat on the floor, an empty vial beside him. When the medic had gotten back online, he had green optics. That was when they had received a transmission from Optimus, and the medic had raced out to help. Now the two humans were awaiting the return of the Autobots along with Perceptor.

They then stepped through the vortex, with Ratchet in the lead. "What happened?" asked Raf.

"I only saw the gory aftermath," said Bulkhead. "But from what I heard, the doc was a one-bot wrecking machine!"

Raf yelped as Ratchet picked him off of the ground. "Hey there, little fella," he said, putting him on the human platform.

"Alright, what's your secret?" asked Arcee.

The medic smirked. "No secret," he said, picking up a vial from the table. "Just a little thing I call 'Synth-En.'"

Arcee looked at the liquid, then passed it to Bumblebee. She then asked, "From the data Bulkhead transcribed? But I thought that it was incomplete."

"Not anymore," Ratchet said with a hint of a smirk on his faceplate.

Bumblebee beeped as he passed the vial to Bulkhead, who said, "So Ratchet makes a better tough gut, than I do a smart guy?" he asked.

"I still question the wisdom of using yourself as the first test subject," Perceptor said as the vial was passed to Optimus.

"I'd have to agree with Perceptor," the Prime said.

"Optimus," said Arcee. "You didn't see Ratchet out there. He was in overdrive! We should all try this stuff!"

"Or give Ratchet more, so that we can take a vacation!" Bulkhead suggested with a grin.

Preceptor and Optimus exchanged a glance. "The initial results seem promising…" said the scientist.

"However, I recommend that further testing be restricted to machines," said the Prime. "Outnumbered we may be, we need a warrior in the laboratory right now, more than we need one in the field." Ratchet nodded in acknowledgment.

That was when Yuki phased into the base. Turning tangible, she folded her wings and looked around.

"Hey, has anyone seen Ship?" she asked.

* * *

Static filled Ship's vision as his optical sensors came back online. He groaned and felt the back of his head, gingerly fingering some burnt circuitry. _"I'm going to feel that in the morning,"_ he groaned.

He sat up and took in his surroundings. He was in a glass jar, with smooth sides and a power disrupter at the opening. It was big enough for a medium-sized Cybertronian.

Ship sighed. _"And, I'm in a glass jar again. Just great," _he said.

"How have you been in this situation before?" someone asked.

Ship looked to his right. In the jar next to him, was a Cybetronian. It was sitting in the shadows, so he couldn't see its frame. Judging by its voice, however, it was a femme.

He saw no harm in answering. _"I was taken by a group of bad men when I was young so that I could produce heavily armed spaceships for them."_

"That's not a bad fate," said the mystery voice.

Ship snorted. _"I was treated as a tool,"_ he said. _"They took away my free will and made me attack my friends. What could be worse than that?"_

"I would have been shunned by my fellow Autobots and locked up to be experimented on," she shot back as she approached the side of her jar and into the light.

She was a femme. However, she looked like she was partially organic, this being most obvious in her helm, with part of the metal being replaced with skin and some of her circuitry being exposed. There were also a couple of pincers on her helm. Her coloring was mainly purple and black, with just a hint of gold. She had two extra legs above her shoulders, and a pair of spikes on her arms. But, what was the most striking thing about her was her optics. She had four of them, with the bigger ones being normal Autobot blue. Her upper pair were Decepticon red, but the pupils were the same blue as her main eyes.

Ship tilted his head. _"Why would that happen?" _he asked as she put on a black and yellow helmet that covered all her helm except her optics and mouth.

"Because I'm a technorganic freak!" she shrieked.

That struck a nerve in Ship. _"I could take exception to that,"_ he said, _"considering that I AM a technorganic being!"_

That shut up the femme. "Really?" she asked. "I have never met another one like you before."

Ship snorted. _"Big surprise," _he said. _"Your people have been too busy fighting your war."_

"What war?"

Ship spun around at the femme's question. _"What war?"_ he repeated. _"The war that has spanned millennia! The war that has rendered Cybertron lifeless!"_

The femme shook her helm. "Where I come from, the war has been over for some time, and has only started back up recently."

_"__Really?"_

"Really."

_"__Huh," _said Ship. He began pacing along the floor of his cell. _"There are two possibilities here. One, you are from the future. Or, two-"_

Before Ship could continue, a door slammed open, and something walked in.

Ship's eye widened at who he saw. _"Oh, scrap."_

* * *

"There's still no sign of Ship?" asked Jack.

It was the next day. He and Yuki were in the Autobot base, discussing the possible whereabouts of the missing Plumber.

"Nope," said Yuki. "He's not answering his calls either. I'm starting to get worried about him."

"Shouldn't he be able to take care of himself?"

"Yes, he should, but if he's going to be away for more than a day, he usually tells someone."

They rounded the corner, and Jack saw the big hole in the wall. He whistled. "Who did this?" he asked.

"Ratchet. He threw Bulkhead through it."

"No way."

"Yep. And then he challenged Bumblebee to a race, and hit on Arcee."

"Is he still functioning?"

"Yes, I think she was too shocked to do anything about it."

The duo came back into the main room to watch the rest of the Autobots go through the groundbridge, even Ratchet, leaving Perceptor to work the controls.

Yuki turned to Jack. "I'm tired of hanging around," she said. "I'm going to go look for Ship."

"I'm coming with you." Yuki shot Jack a look. "He's my partner too. And you'll probably need backup too. Besides, even if you leave me behind, I'll just pull a Miko."

Yuki sighed. "Very well," she said.

* * *

The groundbridge opened and Jack and Yuki jumped out, Yuki holding out her Plumbers badge.

She checked a display on it. "According to his badge, Ship should be right… here," she said.

There was no sign of the techno-organic alien. Yuki took another look. "This thing must be on the fritz," she said. "That happens every once in a while."

"Or there is another reason," said Jack. He held up Ship's badge from where he had found it on the ground. "We found the badge, but we've lost the agent."

Yuki's own foot nudged against something. She knelt and picked up the object. "Ship's I.D. mask," she said. "Something must have knocked it off."

"So, we can assume that whoever did this knows about aliens." After getting a look from Yuki, he continued, "If our assailant knocked off the mask, he would have seen Ship's true form. Since they didn't freak out and leave him here, they must be an alien or know about them."

Yuki raised an eyebrow. "You're really good at this," she said.

"I read a lot of detective novels," was the reply. "So what do we do now?"

"What else, Dr. Watson?" said Yuki. "We ask around."

* * *

"A bar?" Jack asked.

Yuki gave him a look. "No, a diner," she said. "An _alien _diner. No humans allowed."

"Still, I can't go in?" asked Jack.

"Nope, they really don't appreciate humans coming in," continued Yuki. "Now, wait here, I won't be long." With that, she went inside.

Jack stayed there for about fifteen minutes before he got bored. He then shook his head. "Forget this," he said and activated the Ultimatrix.

* * *

The Cybertronian watched Ship as he leaned against the wall of his jar. "How can you be so relaxed?" she asked.

_"__I'm waiting,"_ Ship said. _"When my team gets here, they'll bust us out of here in no time."_

"If you say so."

_"__Hey, I didn't catch your name."_

"I didn't say it."

_"__So, what's your name?"_

"Call me Blackarachnia."

* * *

There was quiet conversation in the diner, the practitioners trying to keep it down at the request of the owner. They didn't notice the four-armed, red-skinned alien that entered in. If they did, they would have noticed that he had green eyes.

Jack, as Four Arms, breathed a sigh of relief. He was glad that he had discovered a disguise option on the Ultimatrix that replaced the green and black uniforms his aliens usually wore with clothes that most of their species did. And he was glad to see that a dark brown tunic with black pants and a black cloak didn't stand out too much in this crowd.

As he was thinking about that, a robot with a female build came over to him. "Welcome to Dexter's Diner, do you wish to be seated?" she said.

Jack blinked for a moment, them said, "No thanks, I'm looking for a friend."

"Can you tell me who you are looking for?"

"Well, she's a Necrofriggan…"

The robot put her hands on her hips. "You're going to have to be more specific, mister," she said. "We have about a dozen Necrofriggans in here."

"She calls herself Yuki."

The robot shuttered her optics. "Oh, _her!_" she said. "She's right this way. Please follow me."

She led him to Yuki, who was talking to another alien of the same species that Jack currently was, except this one was getting along in years and projected an air of cheerfulness.

The robot approached Yuki. "Someone to see you, miss," she said.

Yuki turned and saw Jack. Her eyes narrowed. "Dexter," she said. "Is there someplace quiet were we can talk?"

He nodded. "Just a moment," he said. "Hey, Swift!"

Another alien looked up. She also had red skin, but lack additional arms and eyes. She had a golden trident-like horn on her head that acted as a headpiece to hold back her short black hair. She also had a short tail that peeked out from under her waitressing uniform.

"Yes, boss?" she asked.

"Can you manage the counter for a while? I've got some business in the back."

"About the sink?"

"Yeah, that."

"On it," she said, and Dexter led them to a back room, on their way passing another alien pushing a mop. He was in grey body armor, with three slits that glowed orange.

Once they were away from the rest of the patrons, Dexter turned around and asked, "So, this is the Jack you've told me about?"

Jack jumped a bit, startled. "You've heard of me?" he asked.

Dexter chuckled. "Of course I do," he said. "As an undercover Plumber, I know all of the agents."

Jack thought of something. "And your employees…?"

"Agents also. Although, I have to wonder, what brings you two to my base? Last I heard, you two were stationed in in Nevada."

"My partner's gone missing and his last known location was in this area," Yuki said.

Dexter scratched his head. "Wish I could help you," he said. "But I'm busy on another case… oh no."

"What?"

"I've been having my team following a black- market auction lately, and if what I fear is true, your partner has just become the latest commodity available."

"Then we need a way into there," said Jack.

Dexter pulled out a card out from somewhere. "This will get you in," he said. But, you will need a disguise that no one will question."

Jack grinned as he remembered a certain alien in the Ultimatrix.

* * *

The place where the auction was held was packed with all different kinds of aliens, some of them the most villainous slime in the universe. However, heads still turned when the Vladat walked into the room, with a Necrofriggian on his arm. He was dressed in a grey tux, with a sweeping black cape, and a dark hood. Glaring at the crowd from behind the grey domino mask that he was wearing, the crowd quickly got the message and turned away from the alien vampire.

Jack, in the form of Whampire, whispered to Yuki, "How am I doing?"

"You're doing great so far," she said.

"So, vhen is the mastermind behind this going to show up?"

"There he is now," said Yuki.

An armored jeep pulled up and screeched to a halt and out stepped a human. He looked every inch a con-man, with slick greasy hair, pressed coat, and beady eyes.

"Hello!" he said. "And welcome! Thank you all for coming!"

He smiled, revealing pearly white teeth. "I'm sure you all want to get on with the auction, but first, since all of you have revealed your true faces, I must return the favor."

With that, he blinked out of existence.

Jack blinked. "Vhat?" he said.

Then the armored car began breaking apart and reforming. When it was done, it was a mech standing thirty feet tall. His helm was the same oily-black as his hologram's hair, and he had the same shifting look reflected in his optics.

"Now, allow me to introduce myself," he said. "My name is Swindle."

Yuki muttered something under her breath that probably wasn't complimentary.

"Vhat's the scoop on this guy?" asked Jack in a sub-vocal tone that only insects and other Vladats could pick up on.

"Swindle is a Combaticon," she replied in the same tone. "If he gets with the rest of his team, they can combine into Bruticus, a powerhouse of a Cybertronian. On his own however, he relies on his silver tongue to talk his way out of trouble. He's a con artist, knows every trick in the book. Probably wrote some of it himself," she added as an afterthought.

"Vhat's his fighting style?" Jack asked.

"Hand-to-hand, he's pretty lousy. However, he has a supply of exotic weaponry that would make Deadpool jealous."

"Ain't that the truth!" a guy dressed in a red and black bodysuit shouted from the front row, drawing angry looks from those sitting right beside him.

"Vhat's he selling?" Jack asked.

Before Yuki could answer, Swindle said, "If there are no more _interruptions_," he said shooting a pointed look at the guy who spoke up, "let us begin the main event!"

Then the curtain rose, revealing ten glass jars, each filled with a different alien creature.

"If the price is right," said Swindle, "any one of these could be yours! The perfect pet, or the next weapon of mass destruction! What do ya say? Bidding starts now!"

"Okay, don't answer that," said Jack.

Yuki nodded. "Time to clean house," she said, all sense of joviality gone from her voice.

Unaware of what was happening, Swindle kept asking for bids. "Come on!" he said. "Who takes the first bid?"

"I vill." Everyone turned to see a Vladat come walking up to the stage, followed by a Necrofriggan. "And I say, this party's over!"

Yuki held out her badge. "Someone call for a Plumber?" she said.

_"__You sure took your sweet time!" _shouted Ship from his jar. _"What did you do, get a smoothy?"_

Yuki couldn't help it upon seeing her partner was alright. "Yep!" she said, smiling. "Would have gotten you one, but they were out of silicon!"

Ship groaned and slammed his head against the side of the jar. Blackarachnia wasn't amused. "That's your backup?" she asked. "Dracula and the Moth-Man?"

Yuki bristled. "I AM A GIRL!" she shouted.

Jack grinned. "Vell, I have one thing to say. It's Hero Time!" With that, he opened a compartment on his belt and hit the Ultimatrix symbol.

When the green flash had died down, standing in his place was a seven-foot tall metal suit. It looked like an old stove oven, complete with three slits in the faceplate that glowed an ominous orange. The Ultimatrix dial was on a lock encasing the armor.

"NRG!" Jack cried out in a Russian accent.

At the sight of his transformation, most of the crowd bolted, most of them crying out "Tennyson!" Showing that there's something to be said for legacies.

Meanwhile on stage, Swindle was backing up with his servos in the air. "Can't we talk about this?" he asked.

Yuki smiled "Of course we can," she said, her voice dripping sweetness. Then her tone hardened. "You are under arrest on charges of illegally transporting alien creatures between worlds, kidnapping, assaulting a Plumber agent, various war crimes the Autobots have against you and, depending on how you do this, resisting arrest."

Swindle cocked an optic brow. "If those are my choices, then I'll just… blast you to the Pit!" he said, as weapons popped out of hidden compartments on his body, until he was bristling with them.

Yuki and Jack just leapt at the con-bot.

At first, it seemed that they had the advantage. Sure, Swindle was firing all his weapons in every direction, but with NRG's indestructible suit and Yuki's intangibility, they had little effect on them. And NRG's radiation blasts and Yuki's ice breath didn't help.

However, Swindle had a few tricks left up his sleeve. He focused, and soon he was completely covered in a red forcefield.

"What?" asked Jack, seeing that his shots were bouncing off of it.

"Oh, this?" said Swindle. "Just something I got off of the Vok of Nexus Zero, nice folks. They make the best forcefields around. Nothing can get through these babies."

"Well, that's just prime."

"But wait, there's more!" He focused again, and soon there was a duplicate of himself standing next to him! "Hard light hologram generator! Picked up this from Prysmos. Able to make unlimited copies of any template downloaded in its program."

"Well, we still take the two of you down!"

Just then, hundreds of Swindle copies appeared, surrounding the Plumbers.

"Oh joy," Yuki deadpanned.

Swindle was about bouncing on his heels with glee. "So, will you be negotiating the terms of your surrender?" he asked.

Jack looked from Swindle to the jars, and then smirked inside his suit. "I think we'll get our own reinforcements," he said, touching the Ultimatrix dial.

With a flash of green light, he transformed into Starstriker. "Let's try this," he said, the tip of his wing off and it extended into an Energon blade. Grabbing the hilt in both servos, he swung it, releasing an energy wave… and missing all the Swindle clones.

The real Swindle laughed. "You have the worst aim ever!"

Jack smirked behind his faceplates. "Depends on what I was aiming for," he said.

Swindle's optics widened, and he turned to face his merchandise. Jack's sword swing had cut off the lids off of two of the jars, and Ship and Blackarachnia were getting out.

_"__Let's do this!"_ said Ship, turning into a blob… and reforming as a spacecraft loaded with a lot of weapons!

"Now, that's cool!" said Yuki.

_"__Yeah,"_ said Ship. _If I had meant to do it,_ he thought to himself.

Still, even with the additional firepower, the fight was still in Swindle's favor, because for every hologram they took down, another one took its place. The clones couldn't shoot, but the original was able to, and he kept taking potshots at them.

"There's too many of them!" cried Yuki.

"Well, let's get more of us!" answered Jack. But before he could activate the Ultimatrix, Swindle pulled out a bauble and activated that.

Jack slapped the dial… and nothing happened. "What?" he asked.

Swindle shook the gadget he was holding. "Knock-off of the Sonic Jammer 3000," he said. "Jams all incoming frequencies, including the one your Ultimatrix uses to transform."

Jack bit back a curse. "Anyone got any other ideas?" he asked.

_"__I'm out,"_ said Ship, doing a barrel roll.

"I've got an idea," said Blackarachnia.

"Then do it!"

"This might sting."

"Wait, what-AHH!" Blackarachnia had driven her stingers into Jack's shoulders. Then, she pulled them out as quickly as she had used them. "What was that for?" he asked.

"It was…," she ground out, "so that… I could… use your… powers…"

Ship and Yuki stared at her. "_That's_ _not good,"_ the spaceship said.

Everyone stopped and watched as Blackarachnia began to change. Her right arm turned into a bluish-green crystal, and her forearm grew slightly bigger. Her right stinger turned into a magenta crystal, while the left one turned into a yellow and black spike. Her left arm sprouted orange fur and bulked up as a single black claw grew out of her hand. Her chestplate turned a dark grey, while three orange slits opened up, while several eyes opened up on her bared midriff. Two more arms sprouted, these belonging to an orange-fur beast, as the rest of her body turned into an indigo material. A pair of jet wings pushed themselves out of her back. Finally, her helm erupted into flames.

Blackarachnia screeched, and then started attacking the holograms, utilizing a mixture of fire, radiation, sonic, and melee attacks. The three Plumbers stopped fighting and watched as the mutated spider tore through the holograms, literally ripping them to pixels. Soon there was only the original Swindle left.

He looked shaken, but he quickly regained his composure. "You can't hurt me while I'm in my forcefield."

Blackarachnia narrowed her optics and eyes, then simply put all four hands together and the forcefield vanished, and then launched herself at him.

Swindle watched as Blackarachnia came flying toward him. "Scrap," he said weakly before her fist connected with his helm.

Swindle fell down on the ground, out cold. That was also the time that Blackarachnia's borrowed powers also gave out and she returned to her normal techno-organic state and she fell to her knees. The Ultimatrix also ran out of power, and Jack returned to human. "What do we do now?" he asked.

Just then, a green truck pulled up, and out stepped a cat-like alien. "Agent Ship," he said. "Magister Levin said that you were in trouble."

Ship waved a hand. _"Not anymore, Rook,"_ he said. _"Everything's taken care off."_

"Is there anything I can do?" the Plumber asked.

"_You can take Swindle into custody and return all these aliens to their rightful places."_

Rook saluted. "It shall be done right away, sir," he said.

_"__Sure thing. You coming, Black… where did she go?"_

For the spider-con was nowhere in sight.

* * *

Ratchet gasped as he woke up on a med berth, but Optimus gently pushed him back down. "Easy old friend," he said. "You've lost a lot of Energon… both good and bad."

Ratchet hung his helm and covered his faceplates with his servos. "I didn't want to hurt anyone," he said. "I just wanted to help so badly.

Optimus nodded. "I can't blame you, old friend. But, in your rashness to do so, you almost caused us to lose something else, our friend and trusted medic.

"That being said, you did lead us to a new supply of Energon." Optimus indicated the other four Autobots who were bringing in the last of the Energon.

Ratchet managed a small smile. "The synthetic Energon still needs more testing… on machines, not Autobots."

Optimus managed a small smile. But before he could say anything else, Yuki's voice came over the comm. _"Can someone send a groundbridge?"_

Perceptor complied, and the vortex opened again. Out of the vortex came Jack, Yuki, and Ship, all looking tired.

"What happened?" asked Arcee.

All three looked at each other and said, "Long story."

* * *

"_And that's all there is to say,"_ said Ship.

It had been two days since they had busted up Swindle's operation, and Ship had finally gotten around to delivering his report on the incident. When he had finished, he leaned back with a sigh, rubbing the back of his head.

"So," said Max. "We know that Swindle is on Earth, as well as this 'Blackarachnia' that you had mentioned. Any idea who she is?"

_"__Not a clue," _said Ship. Changing the subject, he said, "_Did we ever get that spy on the _Nemesis?"

Max nodded. "Yes we did, just yesterday." Looking over the written report, he said, "I'm sending you to get a checkup on Galvan Prime, I don't like how you said your systems were acting up."

_"__Sure thing," _said Ship. _"When do I leave?"_

"I'm sending you tomorrow."

_"__One more thing,"_ said Ship. _"The next time anyone sees Paradox, could they tell him that I need to speak to him?"_

* * *

Blackarachnia stood in spider form, on a hill overlooking the house where the Ultimatrix bearer lived. She could see him, Jack, sitting at the table with his mother. She was planning out how to best rush down and get the device, when someone behind her said, "Hello!"

She jumped and turned to see one of the humans standing behind her. He was dressed in a white lab coat, with a brown vest and green goggles around his neck. He then spoke. "Good to see you again, Blackarachnia. Or is this the first time we have met? Time travel makes things so confusing."

Blackarachnia cocked her helm. "Do I know you?" she asked.

"Yes we have! Remember Archa 7?"

The femme gasped as the memory replayed in her processor.

* * *

_In a cavern, a femme was sobbing. This femme was formerly Elita-1, Elite guard trainee, and friend of Sentinel and Optimus Prime. Although with the other, she wished that it could have been more…_

_But that dream, like all her others, were ashes. Destroyed by her own ability to adapt. In taking on the characteristics of the spiders that had hunted her down here, she was partially transformed into one._

_She pulled her knees closer to her and wept some more. "Cursed organics," she gasped. "What did I do to deserve this nightmare? To be stuck this way forever?"_

_"__Oh, being organic isn't all that bad," a new voice said. "I survived as one for at least twelve hundred years."_

_She jumped and saw another figure standing beside her. "Who are you?" she asked._

_"__I've had many names, but for now, call me Paradox."_

* * *

Blackarachnia narrowed her optics. "You told me that I would be rid of my organic side if I went to Earth," she accused.

"I did not say that," said Paradox. "I said that you would gain your _true_ self on Earth. I didn't say what it was."

Blackarachnia grabbed the time traveler. "Listen here," she said. "For once, I want a straight answer out of you! No riddles, no mystic sayings, and above all, no paradoxes!"

Paradox chuckled. "You do realize who you are talking to?" he asked.

The spider femme thought back on her statement. _"Touché," _she said.

She set the human down. He dusted off his coat and said, "However, sometimes the answers are convoluted. If one knows about the future, one would act to change it. For example, if you'd know about the danger of Archa 7, would you have gone there?"

Blackarachnia shook her helm.

"But if that had happened, Optimus Prime wouldn't have been kicked out of the Elite Guard, and wouldn't have been assigned to that repair ship. The All-Spark would have fallen into Decepticon servos, and Megatron would have conquered your Cybertron."

Blackarachia took a step back, processing this new information. "So in a way," she said, "I helped save Cybertron." Her optics then narrowed. "Still, doesn't mean I had to go through this!"

Paradox nodded his head. "Yes, it could have gone another way," he said. "However, your timeline has to follow a pattern. In order for the integrity to be kept constant, certain events must happen. Someone has to be left on Archa 7, someone has to keep the All-Spark out of Megatron's clutches, and you and Optimus… wait, I said too much."

"What about me and Optimus?"

"Spoilers. I can't tell you. Anyway, you are currently in a new dimension, as Ship summarized."

"You know Ship?"

"Yes, he is a crucial part of this timeline. Anyway, I usually try to prevent the alternate timelines and dimensions from crossing, but I don't think you would be welcome in your home dimension for some time. In this one, the Great War is still going on. You could join either side, or you could remain neutral."

Blackarachnia thought for a moment. "Wouldn't they be turned off by my… condition?"

"Arcee has a thing against spiders, but that's only because she had a bad experience with one."

"I think I would like to join the Autobots at some time, but for now, I want to remain neutral."

"Good choice!" said Paradox. "Then I would suggest that you join the Plumbers."

"You want me to clean human's drainage systems?"

"Of course not! The Plumbers are an intergalactic police force. You already know one of them."

"I do?"

"In fact, here he comes now."

"What?" But when she turned around, the time traveler was gone. She was about to leave, when she heard the whine of engines. She looked up to see a black and green spaceship flying close to the ground. As it came closer, it began to shrink and shifted into a familiar figure.

Ship looked up from where he landed. _"I was told you'd be in the area,"_ he said. _"So, what do you think?"_

Blackarachnia looked up at the stars, and then back at Ship. "Are you accepting applicants?" she asked.

* * *

_**And there we are.**_

_**And we have two new Cybertronians: Swindle and Blackarachnia.**_

_**Swindle in this one is based off of his Animated self, except he has the combiner abilities.**_

_**And as for Blackarachnia, she is actually from the Animated universe. I figure that Starstriker would have Codon energy (what the Ultimatrix runs on) in his mods, and that she trying to download it would be like what Kevin would do in the TV series. Only it doesn't last as long and she is still in control.**_

_**And Paradox sure gets around.**_

_**Anyone see the cameo? Imaginary cookies for those who do!**_

_**As always, review! Those are appreciated.**_

_**Also, check out my new story, 'Transformers Starcrossed.'**_

_**-Bibliothekar of the LibraryNexus**_


	11. Chapter 10: For Who The Bell Tolls

_**Hey, I'm back!**_

_**Couple of things before I begin. Someone pointed out that I haven't added in the Ultimate forms yet. Well, not to fear, this chapter takes care of that! And... that was all I had. Very well, let's get into this.**_

_**I don't own Ben 10 or Transformers Prime.**_

Prime 10: For Who The Bell Tolls

"And it was written in the Covenant of Primus, that when the forty-seven spheres align, a perpetual conflict will culminate on the world that imprisons the chaos. And the weak shall perish in the shadow of the rising darkness."

Everyone was silent as Optimus finished reciting the line. Finally, Arcee said, "No skies raining fire?"

Ratchet huffed. "Goes without saying," he said. "It is a doomsday prophecy after all." However, he seemed distracted by something.

Bulkhead shrugged. "I still say it's a bunch of hooey," he said.

Ratchet turned to his console. "I had always assumed that the ancients were referring to our home planet, but Cybertron has been dark for ages…"

"And considering what has happened on this planet since Megatron's arrival…" continued Perceptor.

"**Wait**," said Bumblebee. **"We've known about this stuff for ages, and never given them a second thought."**

"Yeah, why the ominous rumbling now?" asked Arcee.

"Because the planetary alignment that the prophecy refers to… is nearly upon us," said Optimus.

"And the end point is…" Ratchet said as he pulled up a star map.

* * *

"… Earth," said Max Tennyson as he and Gwen looked over a similar chart with Yuki hovering over their shoulders. The Necrofriggian was waiting for Ship to come back from Galvan Prime, and was seeing what the two head Plumbers were worried about.

Yuki threw up her hands. "Why is it always Earth?" she asked.

Kevin laughed from the corner where he had been leaning. "Crazy coincidence… right?" he asked.

_"__I cannot answer that, Yuki,"_ said Optimus. The Prime had contacted the Plumbers after he had finished talking with his team. _"And I don't think it is a coincidence, Kevin."_

_"__So, how long do we got before doomsday?" _Ship asked from the doorway.

_"__A few days… at the most," _said Optimus. _"However, I am more concerned about those who believe that the prophecy speaks to them alone."_

* * *

"I did not seek out the blood of Unicron simply to keep my spark aflame," said Megatron as he paced the decks of the _Nemesis,_ "but to rule undead armies and conquer worlds! But, to accomplish that, I require more than the sliver that resides in my chest."

He turned to face Knockout, who had chosen a bad time to check his nails. "So where is my Dark Energon?!" he roared, stamping a heavy pede for emphasis.

Knockout had taken a step back, but the red 'Con regained his composure. "Out there, my lord," he said, waving a servo towards the darkness of space. "Just waiting for you to reach out and pluck it."

Megatron frowned.

Obvious to his master's mood, Knockout continued, "But you shouldn't push yourself too hard," he said. "You've had setbacks, and were in stasis-"

Megatron cut him off by grabbing the front of his chassis, and lifting him up to his optic level. "Which is precisely why I must make up for lost time!" he shouted. "I can see the future, vividly! And I must ensure its outcome…" He trailed off, remembering the vision he had had in the early morning.

* * *

_Megatron was standing over Optimus, sword held high, as a volcano behind them erupted. But what was coming out wasn't lava. It was a purple substance, and the skies grew dark. And the suggestion of a purple face watching over all._

* * *

"For I am the rising darkness of which the prophecy speaks!"

* * *

It was early the next day in the Autobot base. The kids had just gotten out for their spring break and were spending it with their alien friends. The kids were currently looking over a conspiracy site, in case any other humans had taken a picture of the Autobots.

Jack was looking at the pictures Raf had pulled up. "Nope," he said and the tween went to the next one.

"Seen it."

And the next.

"Kid in a costume."

And the next.

"Pass."

And the next.

"Star Wars VIII promo."

**_(AN: Twenty years. It could happen.)_**

"Hold it!"

The photo had a picture of a yellow Urbana 500, with the empty driver seat clearly visible.

"Camera sure likes 'Bee," said Jack.

"Hey, when you're famous, you're paparazzi bait," said Miko. Her eyes lit up. "Hey, you could get in on the fun if you told people about your fancy watch."

Jack shook his head. "No way!" he said. "I don't want the fame! Whoever would take that gladly, has to have a screw lose!"

* * *

In another dimension, a boy wearing a black t-shirt with a green stripe and the number '10' on it rubbed his ear. His partner noticed this and asked, "Are you alright, dude?"

"Rook, are your ears ringing?" the boy asked.

* * *

Back to our regular scheduled fanfiction…

"Wait, is that Bumblebee?" asked Ratchet.

"On a conspiracy website," said Raf. "Where users post evidence of close encounters."

Yuki took a look and laughed. "Funny thing, this site is hosted by an alien," she said.

The three humans looked at her. "How did you know that?" Jack asked.

She shrugged. "The occasional Plumber gets his mug shot posted on here too, and we have to remove it."

"Well, we've got this under control," said Raf. "We just scrub Bee, and replace him with…"

An orange cat appeared in the place of the photo. _"Mars cat says: Take me to your feeder."_

"HAH!" said Ratchet.

Everyone turned to face the medic. "Did Ratchet actually laugh?" Miko said.

"Maybe there's some truth to that prophecy after all," Yuki said, before Ship slapped her.

Jack looked over to where Optimus was looking at the computer. "Hey, Optimus," he said. "Want to see something funny?"

"No," he said politely.

The kids looked at each other and shrugged.

"Don't take it personally," Arcee said. "Primes are built that way."

"Never seen Optimus laugh, cry, or lose his cool," added Bulkhead.

"While Optimus keeps his emotions in check," said Ratchet, "I've known him for far longer than any of you… except maybe Perceptor. And he was different before he was made a Prime."

That got everyone's interests. "Optimus wasn't always a Prime?" Raf said, saying the question that everyone was thinking.

"On Cybertron, one isn't born into greatness, one must earn it."

"So, different how?" asked Miko. "Are we talking party animal?"

Yuki snorted, and covered her mouth as she started giggling.

"No," said Ratchet, as he remembered before the war. "He was more like… Jack."

The named boy jerked up in shock. "Me?" he asked. "I'm nothing like Optimus."

Ship and Yuki exchanged a glance. _"What if I said you were like your father?" _he asked.

Jack blinked and said, "I'd be fine with that."

_"__Then you are like Optimus."_

"Wait, what?"

Before they could continue, Fowler's face came onscreen. _"Prime!" _he said. _"Those tech heists that my department has been tracking. At first, we thought it was MECH because of their stealth tactics. Until moments ago, when a security feed at Pennington Ebbs Particle Collider caught this." _On the screen appeared a purple Decepticon that had a screen covering his visage.

"Soundwave," said Jack.

"Slendercon," said Yuki.

"Raf can swap that out for a funny cat for you," Miko said.

_"__The 'Con without a face made off with a cutting edge phase conductor. Here's a list of everything else confirmed stolen up to date."_

Ratchet looked over the list. "Plasma injector… neutron shield… tesseract circuit?" he asked. "The only thing missing if they intend on building a spacebridge is-"

* * *

"-an adequate power supply," said Knockout. "Unfortunately, the humans don't have one sufficient for our needs."

Megatron thought for a moment. Then his optics lit up. "Then perhaps we don't look among the humans."

Knockout and Breakdown exchanged a confused glance.

Megatron turned to Soundwave. "Pull up the inventory list we recovered from that fallen ship," he said.

Breakdown's optic lit up in understanding. "You're going to use an alien power source?" he asked.

Megatron nodded. "Yes. Let's see… yes, this Sub Energy unit should be sufficient."

Soundwave beeped, and pulled up a video segment, showing a small, green alien swallowing the Sub Energy whole, and then the picture devolved into static.

"Yes, there is that problem," Megatron acknowledged. "So then… yes, then the Dwarf Star should do."

Airachnid walked over and looked at the plans. "I can tunnel my way in," she said.

"No!" said Megatron. "The time for stealth is over! The fulfillment of prophecy is near!"

* * *

Mount Rushmore is one of the national monuments of the United States of America. It also houses one of the many bases of the Plumbers.

Inside of the base, two Plumber agents were standing in front of a vault. Finally, one said, "Hey."

The other one said, "Yeah?"

"You ever wonder why we're here?"

The second one groaned. "Come on, not this again," he said.

"Well, what else are we going to do?"

"Don't know, don't care. Ever since I quit MECH, Simmons, I've just been laying around, doing nothing."

"Whatever the case may be, the Decepticons are going to be making their move soon."

"Where did you learn that?"

"It was in the last meeting."

"Wait, we actually talk about stuff in those? I just go to sleep with my helmet deployed."

"You know what Grif? You're hopeless."

"And proud of it."

Before they could continue this amusing conversation, the story had to go on, and a huge explosion went off. Both Plumbers went flying, and they landed in a heap against the far wall. A group of Vehicons made their way through the hole. One of them said, "I still wanted to see how long the humans would go."

Another rolled his optics. "Oh, quit it TUK-3R," he said.

"Whatever, CH-RCH."

* * *

At the Autobot base, it was quiet. Ship was sitting on the couch with Miko and Jack, Yuki was working with Perceptor, and Bumblebee had taken Raf out to race RC cars. Ratchet was working on some project, and Opitimus was scanning again for the Decepticons, while Bulkhead and Arcee were on patrol. All in all, a normal day at Autobot Outpost Omega One.

Jack turned to Ship. "What was your trip for?" he asked.

The Galvanic Mechamorph sighed. _"My systems were acting funny during our last battle. I went to Galvan Prime to have my systems looked at."_

"And?"

Ship gave off a burst of static. _"My genetic code is destabilizing. Nothing my systems can't fix, but I can't strain myself, or I might blow a circuit."_

Jack looked at the alien in sympathy. He had lost an ability that he had had for most of his life. Jack only had the Ultimatrix for almost two months, and he could barely imagine his life without it. For Ship, it must have been multitudes worst.

That was when the call came in. Everyone looked toward the screen to see what Agent Fowler had to complain about now. However, instead of the government agent, it was someone the humans had never seen before. He was an elderly man, in his eighties, but he still had an aura of liveliness around him, making him seem much younger. He was wearing a red Hawaiian shirt, with a yellow-flower print.

"_Optimus_," he said.

"What is it, Magister Tennyson?" the great Prime said.

"_The 'Cons_," the Magister said. "_They're attacking one of our_ _bases."_

Jack frowned. "Why would the 'Cons do that?" he asked.

_"__I would guess they're after the Dwarf Star,"_ Max said.

Miko tilted her head. "Did you say Death Star?" she asked.

Yuki laughed a little, while Ship shook his head. _"No, Dwarf Star. It's a super-powered energy source,"_ he said.

"Which we must not allow the Decepticons to acquire," Optimus said. "Magister, withdraw your forces. We will handle it."

The Magister shook his head. "_We don't have any people there. It's the Mt. Rushmore base."_

Yuki snickered. "And the 'Cons attacked _there?" _she asked.

Mio looked at her. "What's so special about that particular base?" he asked.

"We'll be there as soon as we can," said Optimus. He turned to Ratchet. "Bridge back Arcee and Bulkhead."

"Seriously," said Miko. "What's so special about a base in Mt. Rushmore?"

"Besides the fact that there is a base inside Mt. Rushmore," muttered Jack.

"Tony Stark uses it for his own personal storage space," Yuki said.

The two humans blinked. "Wait, _the _Tony Stark?" asked Miko.

Ship nodded. _"The same."_

"Sw-eet!" cried Miko. "That is so awesome! Does he store the-"

"Who is Tony Stark?" asked Ratchet.

All four blinked their eyes. "You have never heard of Tony Stark?" asked Jack.

"How long have you guys been here?" asked Miko.

* * *

Back on the _Nemesis, _Megatron was contacted by Knockout. _"Lord Megatron, we have secured the package, but we are having a bit of trouble extracting it."_

"Are the Autobots there?"

_"__Uh, no."_

"Then what's the problem?!"

* * *

Knockout ducked as a blast flew over his head. "A bunch of human-sized drones," he said.

He heard Megatron sigh over the comm. "_I am in no mood for jokes, Knockout,"_ he said.

"Wish I was joking," the red medic said.

For there was about ten to fifteen of the flying nuisances. They were mostly colored red and gold, and they had glowing blue optics. They were flying around the bigger Vehicons, who were having trouble shooting them. And even if one of them landed a shot, it would just right itself and get back in the fray.

And then the Autobots showed up.

They also leapt into the battle, and the Vehicons began falling in droves. Pretty soon, things were looking bad for the Decepticons.

That is when Knockout called Megatron about the situation. "My liege, if we are going to get the package out of here, we're going to need some major backup."

* * *

Back on the _Nemesis, _Megatron gnashed his denta. He turned to one of the Vehicons on the bridge and said, "Prepare the warship for the rendezvous! The package must be ready for pickup!"

With that, he exited the bridge, leaving a bunch of nervous Vehicons. One of them turned to the other and said, "Boy, the boss sure is mad."

The other one rolled his optics. "D0-NT, why don't you put in a memo and title it 'Scrap I already know!'?"

"Yeash, why so grumpy, S4R-G3?"

A third Vehicon entered the bridge. "I just had the strangest dream," he said.

"Dang it, GR-1F!" said S4R-G3. "Why were you recharging on the job again?"

* * *

Back at the Autobot base, Ship and Jack were in the SAFE, the Autobot training room. Jack was transformed into Swampfire, a seven-foot tall plant-like creature. His head was in the shape of a flame, and he had no nose. His feet looked more like plant roots holding onto a couple of rocks, and he had red petals growing out of his shoulders.

_"__One of the features that distinguished the Ultimatrix from its predecessor, is the ability to send the genetic code of any species stored in it through an 'evolution phase,' essentially putting the alien through a hundred-years civil war, where the strongest survive," _the Galvanic Mechamorph was saying.

"How come we haven't seen this among the Autobots and Decepticons?" Jack asked, speaking in a nasally tone.

Ship thought about that. _"I have no idea," _he admitted. _"But anyway, to activate the evolution function, you just tap the Ultimatrix dial, and it should do the rest."_

"Okay," said Jack. "Here goes nothing." With that, he slapped the Ultimatrix dial.

Four spikes popped out of the Ultimatrix dial and there was the familiar green flash, and Jack began to change.

His main body turned brown and hardened, gaining a bark-like texture. Blue pods appeared on his forearms, while a much larger one appeared on his back that covered his shoulders. The transformation finished when a pod grew over his face.

Jack threw his arms up in the power-up position and cried "ULTIMATE SWAMPFIRE!"

He looked at his new hands and turned them over. "Not too shabby," he said. "Let's see what I can do."

He pointed his hands at a couple of targets, and released a bigger blast of blue fire than he had previously been able to do. When the afterimages faded, the targets were completely incinerated, with not even ash remaining.

Jack's face split in a huge grin. "This is awesome!" he said. "Why haven't you shown me this before?"

_"__You didn't need it," _said Ship. _"But someone told me that you would need this ability soon."_

Before Jack could ask about the advisor, Optimus' voice came over the comm. _"Ratchet! Bridge us back… NOW!"_

The two aliens exchanged a glance. If Optimus was upset, then something must be wrong.

"This is bad," said Jack, transforming back to Swampfire, then to his human form.

_"__A bot must be down,"_ guessed Ship as both entered the main area.

Both froze when they saw who Bumblebee was holding.

"No…" said Jack.

* * *

_Ten minutes earlier…_

Megatron transformed and landed. He raised an optic ridge at the sight before him.

There were indeed several metal suits flying around, about seven streaks of red, with one silver figure on the ground. Megatron recognized them as suits of the human superhero 'Iron Man,' or most commonly known as Tony Stark. From what Soundwave had found on the inventor, he was almost as smart as Cybertronian standards, and the stubbornness of all three Autobots.

Speaking of his foes, they were also here, fighting the Decepticon command while the suits handled the Vehicons. The sides seemed evenly matched.

That was when Optimus saw the Decepticon leader. "Megatron," he said.

"Optimus," replied the warlord.

"Do you not see the folly of trying to force a prophecy into fruition?"

"Why leave matters to fate, when one can forge his own destiny?" he countered. "Ah… speaking of fate…"

Heavy footsteps caught the Autobot's attention. Behind them was Bumblebee, who was looking worst for wear. But that wasn't what they were focused on.

It was on the limp form he held in his servos.

"Raf," Arcee said in horror.

Megatron laughed. "It seems I swatted a bee, and squashed a bug instead."

Optimus turned toward Megatron. The other Autobots watched as the calm façade he always had melted away to reveal unbridled fury.

"Arcee," he said. "Attend to Raf and Bumblebee." He then made the call to base, never once taking his optics off of Megatron.

The warlord turned away from the Autobots and walked to the _Nemesis,_ followed by the rest of the Decepticons, with Knockout carrying the Dwarf Star.

* * *

The _Nemesis _lifted off, unaware that it had picked up a couple of stowaways.

The Iron Man armors prepared to follow the _Nemesis, _but they were caught in an electrical shockwave and shorted out. Swindle walked out of the hole in the Plumber base, tossing a blocky object up and down.

"Better get out of here before that EMP blast wears off," he said. "Then it's back to business!" With that, he transformed and drove off.

* * *

"Rafael's not responding!" said Ratchet. "We must run diagnostics on his assemblage… vitals… statistics… ARGH!" he cried, throwing a set of tools across his lab. "My tools! They're all wrong!"

Jack thought for a moment, then pulled out his cellphone. "We need to call my mom," he said.

"Your mother may be a nurse, but does she have any idea of the effects of Energon on the human body?" Ratchet yelled.

Jack's head shot back up and he glared at Ratchet. "Do you know anything about the human body?" he asked.

The medic hung his helm shamefully. "I thought so," the Ultimatrix bearer said coldly.

Jack called June. A line from the prophecy ran through Ratchet's processor. _And the weak shall perish… _"Be strong Raf," he whispered. "Be strong."

Ship pulled out his communicator and made a call of his own.

* * *

On Anodyne, Gwendolyn Levin jerked her head up suddenly, a fact that did not go unnoticed by her daughter. "Mom, are you okay?" Allison Levin asked.

"I've got to get back," said the elder Anodite.

* * *

June drove her car out of the opened groundbridge. Jack went over to greet her. "Mom, thank…"

June cut him off. "Grab my bag," she said.

Jack complied, but before they had taken more than ten steps, there was a bright pink flash that forced everyone there to cover their eyes/optics. When it had cleared, there was a purple humanoid standing next to the hospital bed that Raf was laying on, and she had her hand on his face. She had bright pink hair, and her eyes were the same hue. She was dressed in a blue bodysuit that had seven charms on the right sleeve.

She said some ancient word, and her hands lit up with pink light. She held her hands over Raf's body, and she had an intense look of concentration on her face.

She turned to the humans. "I could use your help Julie," she said in a voice that was both young and old at the same time.

June's mouth dropped open. _"Gwen?" _she asked.

The being grinned. "In the flesh… or mana I guess."

June got over her shock quickly, and got back to the business at hand. She got next to Gwen, and began to check Raf's pulse, while Ratchet ran his scanner over him. "Measuring the extent of the absorption should determine the proper course of treatment…"

June glared at him. "If we don't get this boy stabilized _now,"_ she snarled, "he's not leaving this table alive!"

With that, she turned her attention back to Raf. Then, out of nowhere, Bumblebee punched the silo wall. **"That pit-spawned scrapheap!" **he cried. **"I'll offline him!"**

Arcee grabbed the scout's shoulders. "'Bee," she said. "_Listen_. You don't think I know how it feels to watch a partner… harmed? Revenge won't help Raf right now, you need to keep your emotions in check."

Ratchet watched as the young scout calmed down at Arcee's words, deep in thought. Just then, there was a comm. from Optimus. "_Ratchet, how is Rafael?_" he asked.

"It's too soon to know, Optimus," answered the medic.

_"__He's in good hands."_

"Not mine," Ratchet corrected. He sighed. "Curse my Cybertronian pride. We've accepted these humans and aliens into our lives, yet I bothered to learn so little of their science or medicine."

_"__Pull yourself together, old friend. Raf needs you."_

"And I have grown to need him," said Ratchet.

_"__Lock on my coordinates and activate the groundbridge." _The medic did so, and went back to watching June and Gwen work on Raf.

The groundbridge opened up, and Bulkhead came through, carrying the Dwarf Star in his servo. Just before it closed, Jack ran into it.

* * *

Optimus walked the hallways of the _Nemesis, _cannons out. A small noise behind him made him flip around, blaster aimed at the intruder.

The Whisper stared back at him. Optimus raised his cannon and asked, "What are you doing here, Jackson?"

There was a flash of green as Jack transformed into his human form. "I could ask the same," he said.

Optimus' optics narrowed. "It's too dangerous…" he began, but Jack cut him off.

"Ever since I got this," he said holding up the Ultimatrix, "I have had the power to do something. But all I have done is stayed at the base and trained. I want to follow my father's example." His expression hardened. "And I can't do that if I am cooped up in the base.

"I failed Raf. What I want to do, is to make sure that that monster can't hurt anyone ever again."

Optimus looked at Jack, and then he nodded.

"Let's roll," he said, and headed off down the hallway.

Jack transformed into the Whisper and followed him.

* * *

Back at the Autobot base, things weren't looking good.

"We're losing him!" said June.

Ratchet paced back and forth, thinking hard. Suddenly, his helm shot back as the answer hit him with the force of Megatron's cannon.

"Of course," he said. "Rafael has been infected with Dark Energon. If the substance is eating him out from the inside, we must expel it as fast as we possibly can." Grabbing a Cybertronian syringe, he cried, "I need Energon!"

"But I thought that Energon was devastating to humans," said Gwen.

"Normally, yes," said Ratchet. "But I am counting on the dark matter flowing through Raf to meet it head on."

Bumblebee held out his arm for Ratchet to take a sample, while Gwen said, "Well, you better hurry, he's fading fast!"

"In there," said Ratchet, pointing to the decontamination chamber. "Hurry!"

June pushed the berth into the chamber, while Ratchet fixed the filled syringe to an opening. After the nurse had gotten out, Ratchet pulled a lever.

The chamber lit up with a holy blue light, causing everyone to cover their eyes/optics. When the light had died down, the humans quickly ran in.

Gwen ran her hands over Raf's body smiled in relief. "Pulse rate is stabalizing," she said.

"'Bee?" asked Raf.

**"****Raf,"** the yellow scout whirred softly.

"Optimus, we did it!" cheered Ratchet, before noticing that the Prime was missing. "Optimus?"

"About that," said Bulkhead, sheepishly scratching his helm. "He stayed behind to finish off Megatron for good."

Arcee whirled on the green Wrecker. "You left him to face Megatron alone?" she asked.

"I didn't have a choice. Besides, he's the strongest 'bot we have… right?"

Miko then noticed something else. "Where's Jack?" she asked.

They looked around, but there was no sign of the Ultimatrix bearer. Ship then spoke. _"You don't think he…"_

* * *

At the foot of a mountain, Megatron waited. Optimus had challenged him to battle, and he was waiting for his opponent.

It wasn't very long until he appeared. Optimus walked out of the groundbridge that Soundwave had sent, and faced his opponent.

"So, it all comes down to this," he said. "Very well, let's hear it, the duty and honor speech."

Optimus simply said, "Speech this," and landed a right hook on Megatron's faceplates.

The warlord stumbled back, and straightened up. "My, what has gotten into you, Optimus?" he asked.

"A realization of what I should have done all those centuries ago. Today, Megatron, you shall answer for your crimes against Cybertron, humanity, and the entire galaxy. One shall stand."

"And one shall fall. _You_, Optimus Prime!" shouted the warlord as he engaged his blade.

The two leaders engaged their blades and the fight was on. Jack stood huddled in a small crevice he had found and observed the fight. While the Whisper had excellent night vision, it's daylight vision was below average, and the sound was hurting his sensitive hearing. However, when part of Optimus's blade landed next to him, he knew that it was time to act.

"What was it you said, Optimus?" Megatron mocked. "I could not have allowed this to end otherwise?"

But before he could deal the finishing blow, there was a green flash and a voice crying out, "HUMONGOSAUR!" Then something caught his arm.

He turned around to see that his arm was being held back by a bipedal dinosaur with a familiar dial on his chest. It growled, and said, "My turn."

Humongosaur threw a punch and sent Megatron skidding back a few feet. Regaining his balance, the warlord laughed. "You are going to have to do better than that," he said.

The shapeshifter grinned. "You want better?" he asked. "You got it!" And he slapped the Ultimatrix dial.

Four spikes popped out of it, and another green flash occurred. Jack's skin turned a dark green as he grew up to forty feet. Natural armor formed on his body as his strength increased.

Jack threw up his arms and cried out, "ULTIMATE HUMONGOSAUR!"

He cracked his knuckles. "Ready for round two, bucket-head?" he asked.

Megatron's only response was to charge at the hyper-evolved alien. U. Humongosaur responded with a punch of his own. The two titans soon were in a fight almost as heated as Optimus and Megatron's previous one. Suddenly, Megatron threw a punch that landed straight on the Ultimatrix dial.

U. Humongosaur was sent flying back and as he did, he transformed back into Humongosaur, and then into his human form.

Megatron was shocked. The Ultimatrix bearer, one of the most powerful beings in the universe, was a human? Then again, he had once underestimated them, and had almost paid the price.

Megatron walked over to where Jack had gotten on his hands and knees. "You are a valiant warrior," he said. "But ultimately it was all in vain."

Megatron cricked his neck. "Your forms may be strong," he said. "But I have proved my mettle in the Pits of Kaon. And not just by my might, but also by my cunning!"

Jack raised himself back on one knee. "Then maybe it's time to start fighting smarter," he said.

Megatron laughed. "You don't have a form in that device that can stop me."

Jack didn't respond, instead, he hit the Ultimatrix dial and transformed into Lodestar. He then tried to capture Megatron in his magnetic field.

However, this didn't have the same effect that it had back in the mine. Megatron lit up with a purple glow. "I had figured you would use this form, shapeshifter," he said. "So, I had Soundwave reinforce my chassis to protect me from your magnetic field."

"Well, did you expect this?" Lodestar asked, and tapped the Ultimatrix dial again.

The four spikes appeared again, and there was another flash. His shoulder spikes grew larger, and two silver spheres with one green eye appeared in a cavity that opened in each. His forearms thickened and grew a spike at his elbows, and one of his claws on each pincher split, giving him three digits. His legs melted into his body, and he began hovering.

He raised his arms up and cried, "ULTIMATE LODESTAR!"

Megatron's response was to shoot off his head.

It went flying off, but U. Lodestar's body just thrust out its arm in the general direction of his head, and brought it back to his proper place. With the other arm, he wagged a digit and made a 'tsk-tsk' noise.

"Not getting me the same way twice," he said.

He then thrust out his pinchers out and applied his magnetic field. U. Lodestar had a higher mastery over magnetism than his previous form, and thus was able to catch Megatron in his grip this time, despite the upgrades.

"This is too easy!" he said.

That was when the Ultimatrix began to beep.

"I had that coming, didn't I?" he said right before he transformed into Lodestar, and then into Jack Darby.

"Oh, how the mighty have fallen," said Megatron. He then threw his helm back and laughed.

* * *

On the next mountain, Paradox watched as Megatron laughed, and the Dark Energon oozed out of the ground. "And so it begins…" he said.

* * *

**_Cliffhanger, I know. Got to live with them._**

**_Sorry if Optimus seems a little OOC here. It wasn't my intention._**

**_Well, we now have two new aliens, and three Ultimate forms. Thanks to the Raptor of Sanghelios for suggesting the fight scene between Jack and Megatron. And I know, I'm not too good at writing them._**

**_Speaking of Ultimates, what do you think of Ultimate Lodestar? His powers are increased control over magnetism, and levitation. And those two spheres are extra heads, you could say. If his main head is knocked off, the other heads can control the body so that it isn't bumbling around everywhere._**

**_And yes, I did add Iron Man! The way I'm making this fanfic, is that it has various elements from the Marvel and DC comics. (I don't own those by the way.) So now, we have seen Iron Man and-_**

**_Deadpool: DEADPOOL! Yeah!_**

**_AN: Wha-? What are you doing?_**

**_Deadpool: Messing up your Author's Note. Hey, what's this about Bat-_**

**_AN: SPOILERS! [sounds of scuffling and fighting]_**

**_Sorry about that. Anyway, Grif and Simmons made there reappearance, but unfortunately, its their last. (I don't own Red vs. Blue.) However-_**

**_Deadpool: There are more Red vs. Blue references in here!_**

**_AN: I thought I tied you up! And I threw you in the closet!_**

**_Deadpool: Teleportation belt, remember?_**

**_AN: *sigh* Please excuse me. [more fighting and yelling]_**

**_About the next update, I'm going to be rotating between this and 'Transformers: Starcrossed.'_**

**_And that takes care of that. I better finish this before that maniac gets out again and does something else. As always-_**

**_Deadpool: Review! And request more of me!_**

**_AN: Shut up!_**

**_-Bibliothekar of the LibraryNexus_**


	12. Chapter 11: It Is Darkest

_**And we're finally back!**_

_**Sorry about the lack of updates. All I can say is that I had a lot of hard assignments.**_

_**And, it's exam week.**_

_**College work sucks.**_

_**Well, now I'm back, so let's get started.**_

_**I don't own Ben 10 or Transformers Prime.**_

Prime 10: It Is Darkest...

It was a dark day. Optimus Prime, the leader of the Autobots, was laying on the ground with Megatron, the leader of the Decepticons, standing over him. Beside Optimus was Jack Darby, the bearer of the Ultimatrix, in a similar position. The situation was bleak, to say the least.

When one has a close encounter with death, one becomes extremely aware of his surroundings. Every sound, every sight, every smell… one remembers it all.

Which is why Optimus asked, "Why is the Blood of Unicron erupting from the Earth?"

"A question you will carry to your grave, Optimus!" Megatron cried as he raised his sword for the killing blow.

But before he could swing it down, a groundbridge opened in front of him. Before Megatron had time to react, he was sent flying back from a cannon blast. When he got back up, he saw a red Cybertronian tank in front of him, while the Autobots carried their leader and the Ultimatrix bearer into their base. When the last Autobot had gotten back into the base, the tank followed and the groundbridge quickly closed.

Megatron growled at losing his chance to defeat the Prime… but then he noticed how much Dark Energon was around him. He threw back his helm and laughed. "Yes, yesss! I now have enough Dark Energon to reanimate Unicron himself!" he cried.

He threw his helm back and laughed maniacally as the Dark Energon pooled into the Decepticon insignia.

* * *

The tank exited the groundbridge, and transformed back into Perceptor. Miko had gotten over the shock she had had when the scientist had revealed his second alternate mode. "Dude that was awesome!" she cried. "How come you didn't do that before?"

Perceptor rolled his optics. "I have been trying to keep a low profile here," he said. "I am one of the few Autobots with a tank alternate form, and I don't want that hunter after me."

Meanwhile, in the medbay, Bumblebee and Bulkhead were supporting Optimus while Arcee was carrying Jack, who had lost the battle to stay conscious. "Easy there, Optimus," said Ratchet. "You've been exposed to a massive amount of Dark Energon."

"I wasn't the only one," said the Prime sadly, looking at Jack and Raf.

Gwen looked up angrily at him. "They are lucky to be alive," she said.

Optimus looked down at the Anodite. "I am sorry, Magister Levin," he said. "It was never my intention to put the children in any danger."

June, who was checking over Jack, shook her head. "Go easy on him, Gwen," she said. "He did his best. Besides, you of all people should know how this family attracts trouble."

June activated the Ultimatrix and turned the dial until she had found the alien she was looking for. She then pressed it.

There was a flash of green, and in Jack's place was Swampfire. The teen was still sleeping as his injuries began healing.

"_Megatron found more of the dark stuff?"_ asked Ship.

Arcee nodded. "A whole volcano full," she confirmed.

"How?" asked Bulkhead.

"No," said Ratchet. "The question is what. As in what in the world is the Blood of Unicron doing here on Earth?"

"The 'Cons killed a unicorn?" asked Jack, who had woken up just then.

The Autobots looked at him blankly.

"White horse with a horn on its head, prances around all sparkly?" offered Miko, as Jack transformed back.

"Uni_cron_," corrected Ratchet. "An ancient evil whose blood comprises the matter that we call Dark Energon… or so legend would have it."

"Are you saying that this… Unicron_…_ is some sort of boogeyman?" Gwen asked.

"Boogeyman?" Perceptor asked.

"Make-believe creature that hides in your closet," explained Miko.

"No, Magister Levin," said Ratchet. "Unicron is very real. Was… that is… while I do believe that he once existed, I don't subscribe to the theory that his primordial life force is the same substance that harmed Raf."

Fowler chose that moment to call the base. _"Prime, do you copy?" _he asked.

"I hear you, Agent Fowler," the titan said.

"_Been watching the news? Mother Nature's got a twitch in her britches."_

"We know about the volcano."

"_And the quakes?_ _Seven tremors, at the same magnitudes, at the same exact time as the eruption. All over the globe on different tectonic plates. In theory, unrelated, if they hadn't happened…"_

"At the exact same time," said Ratchet, sounding worried.

"Check it out, more good news," said Miko, turning on the T.V.

_"__Freak storms unlike any of the region has seen. Tsunamis threaten the Canadian coast while lightning storms pummel the Gobi Desert. Meanwhile, electromagnetic anomalies plague urban power grids. These abnormal global phenomenon are leaving most to wonder: why now and what next?"_

Yuki turned off the T.V.

"Well, that's just peachy," she said.

"_Don't_ _tell me that the 'Cons have built a weather machine," _said Fowler_._

"One that powerful?" said Ratchet. "Highly unlikely."

"I don't believe the appearance of Dark Energon at this time is coincidental," said Optimus.

* * *

Megatron watched as the Vehicons loaded up the Dark Energon crystals for transport. "Rivers of your blood," the tyrant said. "Rising from the depths to become one with me."

"Perhaps," a new voice said.

Megatron turned around to see a human standing behind him. This human had no fear in his eyes, a look that the warlord had not in decacycles. "Who are you?" he said.

"An observer," said the strange organic. "And one who has seen your future." His expersion grew grim. "Be careful of the path you tread, Megatron. Unicron is not a force to be trifled with. Turn from this path, and you won't end up like the others."

Megatron growled. "And who are you to tell me what to do?" he asked.

"I am Paradox," was the reply, and the human disappeared.

Megatron growled, and made a mental note to have Soundwave find out about this human also.

* * *

Back at the Autobot base, Team Prime was still trying to figure out what was going on. Ratchet, Perceptor, and Optimus were looking at the moniters, while everyone else was watching the TV. _"World leaders are classifying these bizarre weather patterns as a global emergency. Scientists believe that the phenomenon is related to the current planetary alignment."_

"What have you learned, Prime?" asked Fowler as he entered the silo. "And you better not blow smoke up my- oh, nice to see you, Mrs. Darby."

Ship's eye narrowed at the government agent.

"Special Agent Fowler," said the nurse.

"We have learned this," said Perceptor. "As with the so-called magma of the volcano, these earthquakes start from the Earth's core."

"Quakes don't start there, do they?" asked Fowler.

Gwen shook her head. "No, they do not."

"Tiny tremor, rising and falling in a consistent pattern, almost like…" Ratchet stiffened. "By the All-Spark! If I convert these data points into audio files…"

"What? What is it?" asked Fowler.

"Listen," said the medic.

A loud thudding sound echoed through the speakers. "A Cybertronian heartbeat," whispered Jack.

"But how?" asked June. "A heart pumps blood, and there's nothing to pump except-"

Everyone stiffened as they all came to the same conclusion.

"The blood of Unicron," whispered Raf.

* * *

Inside of the volcano, a malicious force stirred. In the midst of a sea of purple, two brighter specks came into focus. And the being uttered two words.

**"****I awaken."**

* * *

"Hold on," said Miko. "There's something living down there, inside our planet?"

"I fear that the Earth's core is not comprised of magma, as your scientists suggest," said Optimus, "but rather of Dark Energon."

"Actually, both theories are wrong," said a man dressed in a white lab coat who suddenly appeared on the human area besides the groundbridge controls.

The bots jumped, and Bulkhead and Bumblebee activated their weapons, pointing them at the stranger, while Jack activated the Ulimatrix.

"_Wait!" _said Ship. "_This is Professor Paradox. He's a good guy."_

Arcee stepped forward. "I can vouch for him," she said.

Optimus looked at the armed mechs, and they relaxed and deactivated their weapons. Paradox started speaking, as if he didn't have blasters pointing at him a few moments ago. "Yes, now that we have that out of the way, let's get down to business. Yes, Unicron is in the core of the Earth. No wait, he is not the core, or at least not yet."

"What do you mean?" asked Miko.

"Well, it will be better to show you," said the time traveler, and he pulled out a gold pocket watch and clicked it open.

The base was awash with blue light, and they were in a different place. They were surrounded by bookshelves, each holding hundreds of books. "Where are we?" asked Jack.

"An excellent question, Jack," said Paradox. "However, the more correct question would be _when _are we."

"Wait, we're in the past?" asked Miko.

_"_No, not exactly-"

"HIYAAH!"

Everyone turned to see who had interrupted the time traveler. He was dressed in a red-and-black bodysuit, which was loaded with almost every kind of weapon.

At the sight of this strange man, Paradox did something that no one ever thought he would do.

He face-palmed.

"And you want to know why?" the strangely-clad man said. "It is because I, one of the only beings ever to get on Paradox's nerves, am the almighty, all-powerful, totally awesome-"

"DEADPOOL!"

Everyone jumped at the voice while its owner clanked into view. He looked like a bronze robot, complete with visible gears in his chest and glowing eyes. A huge clock winder was visible on his back.

He came to a sudden halt at the sight of the Autobots. "What-?" he asked, looking behind him. "How did-?" He then saw Deadpool. "Never mind. I don't want to know."

"Where are we?" asked Miko.

"A place you shouldn't be," answered the golem. "Now, I shall send you to where you are supposed to be, and you can forget about this."

"Wait, why-"

There was another flash of blue light, and the group disappeared and reappeared in front of a new group of Autobots. The one in the middle was a red and blue mech with a familiar battlemask covering his faceplates. The one to his right was a silver-grey mech, with a blue visor covering his optics. The third mech had dropped his blaster. He was a white and black mech, with a gold visor, with two additional cannons on his shoulder.

The black and white mech started looking between the two groups very quickly. Then suddenly, he stiffened and fell over.

The red mech, who had a strong resemblance to Optimus, raised an optic brow. "Do I even want to know?" he asked in a voice that was an exact copy of the leader they were familiar with.

Paradox stepped forward. "Nothing that can't wait," he said in a voice that held a tone of laughter.

The Prime look-alike nodded. "Very well," he said. "Is there anything I should know, or is it under 'spoilers'?"

"Just take a left at the Way of the Primes," said Paradox. "There will be a scout with a message for you."

The other Optimus nodded. He then took one of his fallen officer's arms, while the silver Autobot took the other, and the three Autobots left.

Bumblebee turned to Optimus. **"Was that how you knew where to meet me?"** he asked.

Before the Prime could answer, Paradox said, "No, this is a different past that the one you have. Events have played out differently.

"But that's enough of that. I've brought you here to explain to you what is going on." Paradox activated a panel. "In the beginning, there was Primus and Unicron," he said as the images of the two beings materialized. Primus was a huge white mech, armed with a sword and shield. He had golden glyphs covering his chassis, and warm golden optics.

Unicron was a mech of similar height, but was as every bit as dark as his opponent was bright. He was armed with two maces, each crackling with purple lightning. His chassis was covered with multiple spikes, and he had two demonic horns on his helm.

"They were locked in endless combat for eons," continued Paradox as the holograms fought, "each of them never yielding an inch. However, Primus was able to defeat him by creating the Thirteen Primes who, with a little help, sealed him away in a forgotten corner of the galaxy, were he has laid slumbering… until now."

There was a third flash, and the team reappeared inside Autobot Outpost Omega.

"So," said Perceptor, not to visibly shaken by the continuous transportation. "Unicron is only waking up know because of the current planetary alignment?"

"Precisely," replied Paradox.

"So what happens when he wakes up?" asked Miko. "Does he stretch and kapow! Earth poufs to dust?"

Paradox shook his head. "That, my dear Miko, is the best possible outcome if Unicron fully awakens."

_"__I'll bite,"_ said Ship. _"What's the worst possible outcome?"_

"First off, Unicron will transform the planet into his new body," said Paradox. "Then he will transform all creatures on it into his own army. And finally, he will head off to destroy Primus and Cybertron, and then the universe and so on."

The base was silent at the time traveler's words. Finally, Optimus said, "Which is why we must insure that this force of nature never fully awakens."

* * *

Back on the _Nemesis, _Airachnid walked over to the Decepticon leader. "Lord Megatron," she said. "Our cargo hold is nearly full of this dark stuff. I recommend a retreat. Our troops are growing weak from exposure to it."

"Yet I grow ever stronger," said Megatron. Turning away, he said, "Airachnid, you have command until I return."

"Return from what?"

"My audience with Unicron."

Airachnid watched Megatron exit and a Vehicon enter the bridge.

"Where's Megatron?" he asked.

"Not here," relplied Airachnid. "I am in charge until his return."

"Well, all I wanted to say was that the cargo bay is loaded up." He then appeared to adopt a sly look. "Although my cargo bay is filled too. Want help me unload it?" Airachnid's jaw dropped open. "Bow-Chicka-Bow-Wow," he said, and exited the bridge.

Airachnid stood there for some time. Finally turning to another Vehicon, she asked, "Did he just hit on me?"

"_Que esperabas? Él es una unidad TUK-3R_," replied L0-P3Z.*

* * *

Back at the Autobot base, the tension was rising. The Autobots had left to investigate where the earthquakes had occurred, in hopes of finding out a way to prevent Unicron from rising. Ship, Yuki, and Gwen were talking to Plumber command, Paradox was entertaining the kids with stories, leaving June to her own thoughts.

Which led her back to Ben, back to a time when she still called herself Julie. She smiled at the memory of those days. If he was here, would shrug off Unicron, then transform into an alien at the last second, and save the day once again.

Then she remembered something else. There was one thing that might do the trick. Ben had once told her about an alien he had once unlocked. One with so much power, it was virtually unstoppable.

Unfortunately, it was locked within the Ultimatrix. And the key to unlock it was at her home.

But before she left, Paradox pulled her to the side and said, "That would be a bad idea right about now," he said.

"What do you mean?" asked June.

"If you would leave right now, you would get caught in the bad weather that is currently going on. And besides, things are going to work out."

"How?"

"I would say spoilers, but now the pieces are coming together."

Before June could ask the time traveler what he meant, Optimus contacted Ratchet.

* * *

"Ratchet, his epicenter is consistent with the findings of the others," he said, looking around the canyon he was in. "It is rich with ore."

_"__So, what does that tell us?"_ asked Fowler.

_"__It tells us that Unicron is forming the natural minerals in the Earth to his will,"_ said Paradox. _"Into his limbs, if you will."_

_"__So he did have his morning stretch," _said June. _"That's what caused the quakes."_

_"__Optimus," _said Ratchet. _"I'm detecting an increase in Unicron's spark activity._ _Do you see any sign of him?" _Just as Ratchet finished speaking, Unicron's face formed on one of the canyon's walls.

**"****Do you know who I am, disciple of Primus?" **the avatar asked.

_"__I'll take that as a yes," _Ratchet deadpanned.

Optimus, to his credit, didn't falter. "Unicron, the Chaos Bringer," he said calmly.

The dark lord chuckled. **"I have been called many things,"** he said. **"Diagon, the Great Cthulu, Hades… but no one has ever gotten it right. Until now."**

The rock wall crumbled and the avatar walked out. **"But you shall know me as Unicron, your destroyer!"**

Optimus dodged the avatar's strike, and held up his servos in a gesture of surrender. "Lord Unicron, I humbly request your ear," he said.

The avatar halted. **"And what would a Prime be so compelled to say to me?" **Unicron asked, genuinely curious.

"I make this plea, not for myself, but for those who live on the planet you inhabit. Humankind relies on you for substance and life, as well as the aliens which also make this place your home."

The avatar tilted its head, as Unicron thought on what Optimus had said. Then its face hardened. **"Parasites!" **it cried. **"I have existed for centuries, while this pathetic race has crawled on my surface! For that indignity they shall suffer! And you!" **he cried, pointing at Optimus. **"You shall be the first to fall, for supporting a fallen race!"**

"They may be hopeless," said Optimus. "But, they are not unredeemable."

Unicron roared, and knocked the Prime down. "**Silence!" **he cried. **"For on this day, you and the human race falls!"**

Optimus got back up. "That outcome is inevitable, but not on this day!" With that, he thrust his sword through the avatars helm, and it crumbled.

With the statue gone, Optimus allowed himself a short rest. But it was too early to rest.

**"****Yes, disciple of Primus, on this day," **Unicron's voice rumbled. **"For Unicron may be one, but we all are Unicron!" **With that, many Unicron statues burst from the walls and surrounded the Prime.

However, before any of them could make a move, a groundbridge opened up and the rest of the Autobots drove out.

"Return to base now!" ordered Optimus. "Unicron wants me alone."

"That's a negative," said Perceptor, as he deployed blades similar to Ratchet's, but the edges lit up with a red glow.

**"****Reinforcement will not help you, follower of Primus," **said Unicron.

"Perhaps you should return to base," said Arcee, reading her blasters.

"Unicron can send his avatars anywhere," the last of the Primes said. "Even our base's shielding will not protect me for long."

_"__Then let someone else take the lead," _said Paradox. _"You being alive is the only thing that is preventing Unicron from transforming the Earth completely. He cannot do that until you are dead."_

Optimus looked at his soldiers, his friends, and most importantly, his family, ready to give up their lives for his. "So be it," he said, and he deployed his battlemask.

* * *

*What did you expect? He is a TUK-3R unit.

* * *

_**And... cut!**_

_**Again, sorry for taking so long with that.**_

_***sigh* I could use a nap. A three month long one.**_

_**Don't worry! I'm going to finish up this story before I take a break from writing. Well, at least Season 1.**_

_**Anyway, yes, I have made some changes to the Primus/Unicron legend. But I was also trying to find a way so that it fit within the Ben 10 universe.**_

_**There was no way that I was going to write that scene between Megatron and Unicron. I tried, and I couldn't do it. Let's just say that it happened the same way it did in the show and leave it at that.**_

_**For the first location Paradox took them to, that was the LibraryNexus. As for how they got there: Deadpool.**_

_**Can you guys please stop requesting him? He's going to show up whether you do or not.**_

_**Deadpool: Like now!**_

_**AN: One moment. [pulls out Lord Simultaneous's Time Scepter and freezes Deadpool] That should give me enough time to finish this.**_

_**As for how he did it, he managed to get ahold of my computer and typed them here.**_

_**Hey, it was his logic. It works like that.**_

_**Anyway, the second location was the War For Cybertron timeline. /If you guess who the other bots are, you get imaginary cookies!/ The place they were in was that holographic room that WFC Cliffjumper found. Paradox just used it for his own purpose.**_

_**One reviewer asked why Blackarachnia wasn't in this. Answer: She's at the Plumber's Academy. She will probably appear in Season 2, when I start to break away from canon.**_

_**Although, I am confused that nobody has asked about Waspinator. Well, before anyone does, Swindle sold him before 'Mystery.' Don't worry, he will appear, and have a interesting encounter with a certain bug-bot, from an age of techno-organics, that has a tendency to blow up.**_

_**Speaking of that age, I'm thinking of bringing a couple of bots from that age before the end of Season 1. The bots I am thinking about are a pair who were two of the only Maximal causalities on Earth. /Would that be a good idea? Please tell me./**_

_**As always, review! I cannot begin to tell how much those mean to me. Now, if you excuse me, I have a Time Scepter to return, and a phone call to make.**_

-_**Bibliothekar of the LibraryNexus.**_


	13. Chapter 12: Dark Tidings

**_Hey, I'm back-_**

**_Angry Mob: Get him!_**

**_AN: Help!_**

**_[Bibliothekar is chased by a horde of rabid readers for a few minutes. During the commotion, Betruger and Kampfer enter the room. They watch for a while.]_**

**_Betruger: Should we help him?_**

**_Kampfer: ...Nah, wait till after the story. He deserves it for delaying it this long._**

**_AN: I don't own Ben 10 or Transformers Prime._**

Prime 10: Dark Tidings

The Autobots stood facing the avatars of Unicron, ready and willing to protect their leader. The statues stared back. One could almost taste the tension in the air.

Then suddenly, everything snapped.

Bulkhead rushed the statues, bringing his mace into play. Arcee, Bumblebee, and Optimus started shooting at them. Perceptor alternated between using his blades, and his shoulder cannon.

But the statues kept coming out of the canyon wall. Optimus cried, "Fall back," and the Autobots transformed into their alternate modes. They raced out of the canyon, with Arcee following behind Perceptor's tank mode.

Out in the open area, the flow of statues was slowed down, but they were quickly coming out. The Autobots cut down as many as they could, but they were forced back into robot mode and were slowly losing ground.

That was when a statue went flying overhead.

The fighting stopped. "What was that?" asked Perceptor.

Then as a green object landed in front of them.

The Autobots that had been on Earth a while paled when they saw who it was. It was a green humanoid male, dressed only in a pair of tattered purple pants. He was ten feet tall and six feet wide, with a messy mop of hair.

The being known as the Incredible Hulk roared, "HULK SMASH GIANT ROCK PEOPLE!" and started attacking the Unicron statues.

**"****How did Unicron** **tick off the Hulk?" **asked Bumblebee.

"Probably stepped on him by mistake," offered Bulkhead, before getting back into the fight.

With the added firepower of the Hulk on their side, the battle began turning in their favor. Pretty soon, the field was cleared of Unicron's forces.

Which meant that it was time to bring out the trump card. In Unicron's case, a statue standing about nine hundred feet tall.

"**Is that Unicron?" **asked Bumblebee.

"Not Unicron himself, but another one of his manifestations," said Optimus.

Hulk, on the other hand, wasn't intimidated. "HULK SMASH GIANT UNICORN!" he cried and he leapt at him.

Now, the Hulk may be the strongest being in the universe, however, one also has to take into consideration the matter of size.

Case in point, when the Hulk leapt at the giant Unicron statue, said statue simply flicked the gamma-power brawler out of the sky and over the horizon.

With the Hulk out of sight, things seemed grimmer. "If we can't beat Unicron, and we can't outrun him, what exactly are we supposed to do?"

"_What you have been doing,"_ said Paradox. _"Survive until all the pieces fall into place."_

"Can you be anymore cryptic?!" said Arcee.

_"__You have no idea," _said Gwen.

The Autobots attacked Unicron, however, they were about as effective to it as insect bites were to them. The Unicron statue brought its foot down, and the 'Bots were sent flying.

Optimus laid on the ground dazed, while the giant avatar stood over him.

* * *

Paradox turned to the Ultimatrix Bearer. "Jack, you're up," he said.

Jack ran into the groundbridge portal, slapping on the Ultimatrix dial as he did.

* * *

Unicron sneered at the trapped form of Optimus Prime. **"And so the lineage of the Primes ends,"** he said, raising his foot down to squash the Prime.

"I don't think so!" a new voice cried. Unicron moved his pede to see the small figure of Starstriker standing in the way.

**"****And how would you stop me?" **the avatar asked. **"With this?"**

Jack, smirked. "No," he said. "Which is why I would like you to meet Humongosaur!" With that, he slapped the Ultimatrix dial and there was a green flash.

Jack felt his body transform back from metal to organic. However, instead of shrinking down to Humongosaur's original size of twelve feet, he felt an intense sensation of vertigo.

Meanwhile, Arcee and the rest of the Autobots watched as Unicron was pushed back as Jack grew to immense heights. His skin was now pure white, and he had extra green eyes on his cheeks. He also had a red fin on his head. His feet were sheathed in an unknown red metal, and he had blades of the same substance coming out of his elbows.

When Jack was a thousand feet tall, he cried out his name with what could have been the voice of God, "**WAY BIG!"**

Recovering, he looked himself over and grinned. "**On second thought, this is better!" **he said.

The rocky avatar narrowed its eyes. **"I remember you, creature,"** it said.

**"****Uh, I never heard of you before today,"** Way Big said.

**"****Maybe not you, but your creator faced me before in this same form."**

**"****Wait, my dad beat up Unicorn?" **asked Way Big. **"What hasn't he done?"**

**"****I never said he won,"** he said. **"Today, you shall fall, as your father-"**

The Ultimatrix bearer cut off the avatar by punching its head off.

**"****You talk too much,"** he deadpanned.

However, there was a rumbling noise, and more statues burst out of the ground.

**"****You cannot defeat us!" **they all said.

"**Maybe," **said Way Big. **"But I can try!"** With that, he rushed into the fray.

The Autobots watched the titans battle. "Should we help them?" asked Bulkhead.

There was a rumbling noise, and more Unicron statues burst from the ground. **"You have problems of your own, follower of Primus," **they intoned. And the battle was on.

Jack was punching, kicking, and throwing the statues with his superior strength. That is until one managed to hit him on the fin. That action caused Jack to stiffen and freeze. He then fell backward, causing a small dust cloud to rise from the impact site.

"Jack!" cried Arcee. She transformed and raced toward the fallen alien. Reaching his leg, she drove right up it. Traveling upon his body, Ship's voice came over her comm.

_"__If a To'kustar is hit upon the fin, it causes instant paralysis."_

"How does he snap out of it?" Arcee asked.

_"__About twelve cycles,"_ answered Yuki,_ "But transforming Jack into a different form should do the same thing."_

Arcee reached the dial, just as a Unicron avatar approached Jack. "**Now die, parasite," **it said, raising its mace for the final blow.

Arcee transformed and looked at the Ultimatrix dial. _Primus, please let this work,_ she thought, and she then slammed her servo on it.

And then was knocked off her pedes as a spike shot out of the dial.

Way Big's body was consumed by a green light, as it went through the evolutionary surge. He went through another growth spurt, doubling in size. His skin mostly became blue, and two horns sprouted next to his fin. Arcee had to grab unto a spike as the hyper-evolved To'kustar sat up and proclaimed his name:

**"****ULTIMATE WAY BIG!"**

Jack noticed Arcee hanging from the Ultimatrix dial. He held out a hand allowing her to drop onto his palm. "**Sorry about that,"** he said.

The femme smirked. "Don't let it go to your head, hot shot," she said.

Jack blinked. "**Whatever you say," **he said. Placing her on his shoulder, he stood up. **"Let's put Unicron back into stasis," **he said.

Arcee rolled her optics. "Don't mind me," she said. "I'll just hang around here."

U. Way Big punched his arm straight through one of the avatars and used the momentum to get back on his feet. Again, the statues began flying as Jack got back into his rhythm. However, the Unicron avatars kept coming at them, so Jack listened to his instincts and leapt into the sky.

And kept on going. His face lit up with a grin. **"Hey, I can fly!" **he said.

"Focus Jack," said Arcee from her perch on his shoulder.

**"****Sorry." **With that, he focused. **"Let's see what else I can do."**

In the palm of his hand, a disk of blue energy formed. U. Way Big then threw it down at the avatars. It sliced through the rock statues, reducing them to rubble.

Jack landed on the ground. **"This form is awesome!"** he cried.

That was when an even bigger Unicron rose up out of the Earth.

The Ultimatrix bearer groaned. **"How many of these things does he have?"** he asked.

The Autobots on the ground fought valiantly, but they were slowly being overwhelmed. They were fierce fighters, but Unicron was sending wave after wave of statues at them, and they were being worn down.

However, the field was finally clear. Jack leaned on a nearby mesa. **"Did we win?" **he asked.

Another Unicron statue came out of the ground.

"No," deadpanned Arcee.

U. Way Big swung his fist at it, but this one caught it. Jack swung the other one, but it just caught that one too.

**"****Foolish mortal," **said Unicron. **"Your creator couldn't defeat me when I was in my weaker state twenty years ago. What made you think you could defeat me now, when I am magnitudes stronger?"**

**"****Don't know," **said U. Way Big. **"But I never give up!"**

**"****Then you shall die for your impertinence," **Unicron said and tightened his grip, causing Jack to writhe in pain.

"Not while I function!" cried Arcee as she slid down Jack's chest to the Ultimatrix dial. Upon reaching the rim, she gripped it, flipped around, and kicked it.

There was another green flash, and Jack shrunk out of Unicron's grip. As he began to change, a volley of purple blasts hit the dark avatar and turned it to rubble.

Arcee began falling, but she was caught by Jack in the form of Starstriker. Turning his helm to look at her, he opened his visor to reveal his worried faceplates. "Are you okay, partner?" he asked.

She nodded and said, "Yeah, but what happened?"

"I happened!" Everyone looked up to see an alien spacecraft circling down towards the ground.

"It can't be," said Bulkhead.

"It is," said Optimus.

Everyone else said in disbelief, _"Megatron?"_

* * *

"King 'Con's there too?" asked Miko.

"He's come to ally himself with Unicron!" cried Ratchet.

_"__Not exactly," _said Arcee_. "He just saved Jack from Unicron."_

"WHAT?!" echoed through the base.

* * *

Megatron landed at the same time as Starstriker, who promptly engaged his visor. "It is rather ironic, considering our last encounter," he said. "If memory serves me right, you and the shapeshifter were attempting to extinguish my spark."

"That option remains very much in play," Optimus replied.

Megatron gave off a short laugh. "I expected no less," he said. "However, I have a proposal. Join me in defeating our shared enemy: Unicron the Chaos Bringer."

_"__Ha!" _said Ratchet. _"__Unicron is evil incarnate! If Megatron was to take any side, why would it be ours?"_

"Because Megatron's pride will not allow anyone but himself to rule this planet," answered Optimus.

Megatron chuckled darkly. "You know me too well, Optimus," he said.

"You lead an army." Up until now, Perceptor had been trying to keep quiet, but his curiosity had gotten the better of him. "I fail to see why you had to come to us."

"Because this particular endeavor requires something that is beyond the realm of my command. The power of a Prime."

"Then I guess that we don't need you," said Bulkhead.

"On the contrary," said Megatron. "Optimus may be the only one who can stop Unicron, but I remain the only one who can guide you to him. Unicron's lifeblood flows through me. I am the only one who can hear his thoughts and anticipate his movements. Optimus, our past alliances-Autobot, Decepticon-no longer matter. Not while Unicron lives."

_"__The past always matters!" _shouted Ratchet.

"A truce between Autobot and Decepticon. How long do you expect us to believe that would last?" asked Optimus.

"Only as long as it is mutually beneficial," said Megatron.

"And after Unicron is defeated?"

"I will conquer this planet. My own way."

"Brutal honesty?" asked Arcee mockingly. "From a Decepticon?"

_"__Aligning with the lesser of two evils is still aligning with evil!" _said Ratchet.

"_We don't have time for this_," said Paradox. "_Unicron hasn't fully awaken yet, but we don't have long until he does. Then he will start throwing everything in his arsenal at Optimus. This is but the prelude to the main event."_

"Indeed," Megatron agreed. "The destruction he will rain on your world will incomparable."

"Like your destruction of Cybertron?" asked Arcee.

Megatron growled. "Make no mistake," he said. "This time, there will be a world for me to conquer."

"Even if we agree," said Starstriker. "How are going to get to Unicron. Is he even on this plane?"

"_Actually, he is_," said Paradox. _"He is where the center of the Earth would be."_

"Still, how do we get there?" said Bulkhead. "Drive?"

"There is only one way," said Optimus.

_"__Absolutely not!" _cried Ratchet. _"Groundbridging into space or onto moving trains is difficult enough! But making a blind jump into a sentient being?! Besides, exposing yourselves to that much Dark Energon will debilitate you! You haven't built up a resistance like Megatron has."_

"Yet another reason for soliciting my guidance," Megatron said.

"You can guide us to Unicron's exact coordinates?" Optimus asked.

"As long as you can transport us there, yes," said Megatron. "I can guide you to his spark, the very heart of his darkness."

_"__Dramatic much?" _said Ship.

"Optimus," said Arcee. "Even if we survive the jump, how are we to stop Unicron?"

Optimus was silent for a moment. Then he said, "With the Matrix of Leadership."

* * *

"The what?" asked Fowler.

"It is a vessel of pure energy," said Ratchet. "The collective wisdom of all the Primes."

"Do we really have time for a scavenger hunt?" asked Yuki. "Where is Optimus supposed to find this Matrix?"

"There's no need," said Paradox. "Optimus carries it with him always."

Ratchet closed his mouth. "Yes…" he said. "But how did-"

_"__He know that?"_ finished Ship. "_He just does. You get used to it."_

* * *

"It was the combined power of the Primes that defeated Unicron so long ago," said Megatron. "The very reason he seeks to destroy you, Optimus."

"It would follow that releasing the energy of the Matrix into Unicron's spark will return him to stasis," Optimus said.

That was when another Unicron statue rose up out of the Earth.

"Think on my offer," said Megatron. "I shall keep it busy." With that, he transformed and flew off.

* * *

On the _Nemesis, _Airachnid greeted a newcomer. "It is good to see you again, Swindle," she said.

The con-bot smiled slyly and said, "It's good to be back among the Decepticons. However, I was expecting to meet with Megatron."

"Our great and glorious leader isn't here at the moment. He has been gone for a long time." To herself, she added, "We may have to start looking at a future without Megatron, if he isn't here soon."

Watching the spider walk away, Swindle shrugged and walked over to where a Vehicon was, hoping to pull a fast one over him. "Say, buddy…"

"Hello, new person!"

Swindle beat a hasty retreat in the opposite direction.

C4B-0053 stood there a moment, wondering why the new yellow bot had walked away. He then forgot about the encounter and proceeded to look for CH-RCH. Not before muttering, "TUK-3R did it."

* * *

"Wait," said Miko. "If everything goes to plan, Unicron's gonna stay down there? Can't we siphon him out somehow?"

Yuki nodded. "Yeah, it's not like he makes up the core or something."

Paradox shook his head. "It's not that simple, Yuki," he said. "Unicron is bound to the Earth's core on a cosmic scale. I should know, because I helped seal him there."

Everyone turned to look at the time traveler. "You sealed away Unicron?!" everyone asked.

"I had a little help from the Thirteen Primes. Anyway, trying to remove him would be the trigger for end times, which we are currently trying to avoid."

Before the time traveler could continue, Optimus's voice came over the comm. _"Ratchet, send a groundbridge."_

The medic did, and the rings lit up and Team Prime along with Starstriker came out of it. They were exhausted, but were otherwise unharmed.

"Optimus, what's the plan?" Ratchet asked as Jack transformed back to human.

"We need Megtron's help," said the great Prime. "We must accept his offer."

Everyone gasped at that, and Ratchet asked, "I know that desperate times call for desperate measures, but bringing Megatron here?"

Gwen stepped forward. "Why are you considering bringing him here, after what he has done to Raf?"

Optimus's optics narrowed. "He will be closely monitored… and only be allowed to remain here long enough to send us on our journey."

"What's to stop King 'Con from calling in an airstrike if he knows where you live?" asked Fowler.

"By groundbridging him here, Megatron will be unable to get a fix on our coordinates," Optimus explained.

"Optimus," said Jack. "What's going to happen to you when the Matrix energy is released?"

Optimus's face hardened. "The energy of the Matrix has never been released in this manner before."

"Do you have any idea?"

Optimus didn't answer. But the silence spoke volumes.

Turning to his troops, Optimus said, "Autobots, if humankind is to be saved, I have no choice but to proceed. You, on the other hand, do."

"Well, I don't know about humankind," said Bulkhead. "But I'm willing to do it… for Miko."

"For Jack," said Arcee.

**"****For Raf,"** said Bumblebee.

Optimus nodded. "Very well."

* * *

Megatron watched as another statue collapsed into rubble. He wouldn't admit it to anyone, but he was having more fun than he had ever had in the last four hundred years. There was a sense of satisfaction that he got from preforming wanton destruction like he had seen Breakdown and several of the Vehicons do on that human 'video game system' that the blue 'Con had picked up the other day. Perhaps he should indulge and join them for a game sometime.

Just then, his comm. pinged. _"Megatron, we are sending transport,"_ said Optimus.

The warlord chuckled. "You could always be relied upon to listen to reason, Optimus," he said.

The warlord landed, as a groundbridge formed. Without a backwards glance towards the fallen avatars, Megatron entered the swirling vortex.

* * *

"Oh, come on!" complained Miko as Ratchet pushed her toward the tunnel. "Why do we have to hide?"

"Because I said so," answered Ratchet.

"But I've never even seen him!"

"All the more reason for you not to," said Gwen. "It would be best for him not to know that you are here."

"Then why aren't you hiding?" asked Raf.

Gwen smiled, a predatory grin. "He knows me… and for good reason."

Before anyone could say anything else, the groundbridge lit up and the vortex formed. The humans peeked around the corner when they heard a series of metal footsteps. Miko's eyes widened as Megatron stepped out of the vortex. His silver armor gleamed in the harsh light and he looked around the base.

"So this where the magic happens," he said. "How quaint."

"I suppose so," said Gwen. "But then again, we can't all have warships."

Megatron almost jumped when he heard the Plumber's voice, and he looked down at her. "Gwen Tennyson," he hissed, his optics narrowing.

"Hello, Megatron," she said. "I see that you have pulled yourself back together."

The warlord ground his denta, but he said nothing.

The humans exchanged a glance. "What did she do to him?" Miko asked.

Jack then saw Raf run out. "Raf, wait!" he said.

The tween was now facing Megatron, a look of pure rage on his face.

"Ahh," the warlord said. "You are looking much better than the last time I saw you. Human are… resilient."

"Come on, Raf," Jack said, grabbing the tween by the arm. "He's not worth it."

"Ultimatrix bearer," said Megatron. "I never forget a face. Even that of a human. Even one that changes his form as often as you."

Jack didn't look at the Decepticon leader. He just kept walking.

Miko looked at Megatron and cried out, "You double-cross or hurt anyone, mine is the face that you will never forget! Never!"

Ship blinked. "_Girl has spunk," _he said.

Megatron laughed. "And what could you do?" he asked.

"Play nice," said Gwen. "Or do you need a repeat of what happened last time we met?"

"Enough," said Optimus. "Ratchet, please obtain the destination coordinates from our _guest."_

Ratchet led Megatron over to the groundbridge control panel, where the silver Decepticon began typing.

"Jack."

The Ultimatrix bearer looked up at the Autobot leader. "Yes, Optimus?"

The great Prime looked nervous. "Can you keep… something for me?" he asked.

Jack grew a bit nervous. "Yes?" he said.

Optimus took something out of his subspace. It was an intricate piece of metal, covered in glowing blue lines. He handed it to Jack and it shrunk down to human size.

Jack turned it over, feeling the smooth metal. "What is this?"

"It…" Optimus seemed to fidget. "It is the key to… the groundbridge power supply."

Jack blinked, trying to process what he had just heard. Did Optimus Prime just… lie?

"Then shouldn't Ratchet have this?" he asked.

"Perhaps," the Prime said. "But since we have met, I have been impressed with how you have matured, even more so since you have received the Ultimatrix. As such, I feel that you have proven worthy to safeguard this device until I have… returned."

Jack smiled. "I won't let you down," he said. "But, you are coming back… right?"

Optimus's face saddened. The silence said it all.

"Just know, if you fall, we will find you again."

Optimus smiled. "Thank you, Jack," he said, and turned back to the rest of the Autobots.

There was a dull throbbing in Jack's ears. He frowned. For a moment, it had seemed as if all sound had ceased. And didn't the air appeared to be tinted blue for a while? However, he soon dismissed it as his imagination.

He didn't notice Paradox wink at Optimus.

Optimus turned to the rest of the Autobots and Megatron. "Let's roll," he said, and Ratchet activated the groundbridge.

Arcee gestured toward it. "After you," she said to Megatron.

The Decepticon leader led the Autobots into the vortex. When it closed, there was silence.

June turned to Paradox. "Now what do we do?" she asked.

The time traveler said, "All that we can do. We pray."

* * *

The vortex opened, and Team Prime and Megatron walked out. They were in a dark area. It was lit up with a dim purple light, and there were many catwalk-like structures crisscrossing above their helms.

Bulkhead stumbled a bit. "I don't feel so good," he said.

"Fascinating," Perceptor said.

"How long until Unicron notices us?" asked Arcee, her blaster at ready.

"Make no mistake," Megatron said. "He already knows."

As if proving his point, above him, the sphere above them opened, and Unicron stared balefully down at the intruders inside of him.

* * *

On another planet, a ship floated in the clouds. It is a pure black ship, with blood-red highlights along the stabilizing fins.

On the bridge, its captain watches the dark clouds as they light up with lightning. He stands about nine feet tall, with matted brown fur. He is dressed in a purple tunic, held together with a black belt that has a sword on it. A bladed tail pokes out of his black cloak. He wears a helmet that vaguely appears skull-like. This is the alien known as Skeruge Y'Clun.

Skeruge looked at the dark clouds with his one remaining eye. He had found this planet a few years after his defeat at the hands of Stormarm. While the planet itself was lifeless and uninhabitable, the cloud cover was perfect for advoiding even the most powerful technology and magic. So he had hidden his fleet here, slowing rebuilding his strength.

His eye narrowed as the ever-present fog began to clear. Bringing up a display of the planet's surface, he wondered what could be causing it. He leaned forward as the image cleared…

And jumped back. The mist had lifted to reveal half of a demonic face.

He pressed a button to the comlink built in his helmet. "Stella," he said. "Report to the bridge."

A moment later, the fox-like alien entered the bridge. She was dressed in a flowing red robe, with a belt with multiple pouches. She was a minor scientist, and medic. She was accompanied as always by her personal droid, Chee-Link. She curtsied and asked, "What can I do for you?"

Skeruge gestured to the screen beside him. "What is the meaning of this?"

She looked at the screen. "I do not know, sir," she said. "But legend tells of a giant Cybertronian named Unicron, who was in a fight with his brother Primus. It is said that when he lost, Primus stripped him of his body, and bound him somewhere else. It appears that we found the husk."

"And what about the atmosphere? Has anyone figured it out yet?"

Chee-Link answered. "The atmosphere is mostly composed of the compound corridium, an agent that causes extreme mutations in beings not of the Anur system. However, the structure appears more in line with the substance Energon, with some of the components modified."

"Does this have anything to do with the unmanned spacecraft that appeared two years ago?"

Stella started to answer, but then she stiffened, her eyes going glassy. Skeruge watched as she demonstrated the other reason why he put up with her.

_"__Two brothers from time beyond,_

_The dark restrained, the light freed,_

_Told about in rhyme and song,_

_Chaos-Bringer and Matrix seed._

_Six have entered darkness's heart,_

_To fight the evil power._

_They will fight and not depart,_

_Until they have lit our darkest hour._

_We will last, if they will prevail,_

_Till all are one._

_But if the Prime would fail,_

_Then all will be none."_

Stella's eyes regained their focus. "What did I say?" she asked.

Skeruge shook his head. "I have no clue," he admitted. "But for once in my life, I feel fear."

* * *

**_Betruger: Well, that escalated quickly._**

**_Kampfer: Yeah, they're beating the snot out of him._**

**_Betruger: I was talking about the story!_**

**_Kampfer: It's done already?_**

**_Betruger: Yes. Can_****_ save our brother now?_**

**_Kampfer: Ok. [Pulls out a rocket launcher and shoots it, scattering the crowd.]_**

**_AN: Thanks guys._**

**_Kampfer &amp; Betruger: No problem._**

**_AN: Anyway, sorry about the delay. I was adjusting back to life at home, and I discovered some new fanfics. Sorry._**

**_Kampfer: Just get the next chapter done and they will forgive you._**

**_Betruger: No pressure._**

**_AN: You guys are a riot. Oh these two are my brothers. I got two more in the wings._**

**_Deadpool: (faintly) He hasn't found a name for them yet!_**

**_Everyone Else: SHUT UP!_**

**_Betruger: I thought you took care of him._**

**_AN: I'm working on it. Anyway, we're taking up the Author Note with our talking. First, about updates. I am going to finish Season 1 of Prime 10-_**

**_Kampfer: When does that end anyway?_**

**_AN: After 'Orion Pax.' Now stop interrupting. I'm going to finish that and the 'Darkness Rising' portion of Transformers: Starcrossed. And I see what I will do then._**

**_And also two new aliens added. Wa-_**

**_Deadpool: WALKATROUT!_**

**_AN: Kampfer, would you fire your launcher in his face?_**

**_Kampfer: Will do. [Exits.]_**

**_AN: That taken care of, Way Big and U. Way Big have been added. That was kind of a given._**

**_Side note, when I started writing this story, I thought of having Arcee as Jack's love interest. However, I am planning another story with that pairing, and I want to do something different with this one. That is why Arcee is helping Jack in his Way Big forms._**

**_Also related to the story, I am taking the advice of a fellow writer and putting the Maximals in a chapter focused on them. It will be in Season 2._**

**_And neither of them will be Dinobot. I have plans for him in Transformers: Starcrossed._**

**_Betruger: Hey what about that rat?_**

**_AN: Oh, yeah, Skeruge Y'Cun. Jack's bad guy. Possibly worse than Vilgax._**

**_Kampfer: [Returns.] That is one bad dude._**

**_Betruger: Why did you add in that scene anyway?_**

**_AN: Because it is a crucial plot point that will come together in the end._**

**_Betruger: [Exchanges a look with Kampfer.] He has no clue._**

**_Kampfer: Agreed._**

**_AN: Can I finish this without interruptions?_**

**_Kampfer &amp; Betruger: Dunno. Can you?_**

**_AN: *sigh* Anyway, I think that is all. Please review. That means a lot to me._**

**_Kampfer: I liked the Hulk's entrance._**

**_Betruger: That's because you make the same entrances as him._**

**_Kampfer: Then what's yours?_**

**_Betruger: I liked C4B-0053._**

**_Kampfer: That says a lot about you._**

**_Betruger: What's that supposed to mean?_**

**_Kampfer: My point exactly._**

**_AN: I'm not done yet._**

**_Kampfer &amp; Betruger: Sorry._**

**_Kampfer: Hey when's the next chapter coming out?_**

**_AN: Umm..._**

**_Betruger: Wait. You have the same amount done as you had when you started the last one?_**

**_[Shows comparison of chapters. Angry Mob glares.]_**

**_AN: Guys..._**

**_Betruger: Sorry, bro. You're on your own._**

**_[Bibliothekar bolts. Mob follows. Betruger takes over Author's Note.]_**

**_AN: Guess we should sign off?_**

**_Kampfer: Probably for the best._**

**_-Kampfer &amp; Betruger of the LibraryNexus_**


	14. Author's Note

6/10/2015

Hey, it's me. Sorry for disappearing for two weeks, but I had reasons. I am here to tell you what will be going on.

*sigh* As much as I hate to admit it, I am suffering from Writer's block. As such, I am taking a break from posting new chapters and stories this month. I need some time to adjust to being home from college, I am waiting to hear back on a job offer, and I need to rediscover my writing spark.

But I won't twiddling my thumbs. I will be working on my current stories, as well as working on some new projects I have had my eye on. Just don't expect to see any new material until July.

Before I close, I want to say thanks. Thank you all for reading my stories and commenting on them. I joined FanFiction to write the stories that I wanted to be written and to share them with others. I hope that all of you had as much fun reading my tales as I had writing them. Again thank you all, and see you in July.

-Bibliothekar of the LibraryNexus.


	15. Chapter 13: Before

_**Fanfiction, I have returned!**_

_**Nothing to say here, on with the story.**_

_**I don't own Transformers Prime or Ben 10.**_

Prime 10: ...Before...

The Autobots and Megatron walked in another passage deep inside Unicron. Suddenly, the Decepticon leader hissed and fell to his knees in pain. "Unicron… grows stronger," he said after a few moments.

"How do we know that Unicron isn't using Megatron to lead us into a trap?" Arcee asked Optimus quietly.

"We do not," the Prime answered.

Uneasily, Arcee shifted her other arm into blaster form and looked around. However, she failed to notice, along with everyone else, failed to notice something skitter across the ceiling.

* * *

_"__More than sixty volcanoes are erupting worldwide. Also, downtown Honolulu is covered with six inches of snow. Scientists continue to devise theories concerning how these unprecedented disasters have occurred. The current theory is that they are related to the planetary alignment that has occurred-"_

The TV went out.

"Shave ice, anyone?" asked Miko.

"What did I say about the cold jokes?" Yuki asked.

"Geeze, chill out girl," Miko said with a straight face.

Before war could break out between the two girls, June said, "Who wants to play a game?"

Everyone looked at the dark-haired nurse. "Seriously, Mom?" Jack asked.

"That tears it!" cried Fowler, going over to the computer console.

"What are you doing?" asked Gwen, who had assumed her more human form.

"I can't sit on my rear while the world spins out of control!"

"And what exactly do you intend to do?" asked Ratchet.

"Anything! Hook up with my boys at the Pentagon, figure out a way to bury that monster for good!"

_"__Aren't you going to stop him?"_ Ship asked Paradox.

The time traveler shook his head. "He wouldn't listen to me. It is almost impossible to get him to listen. So, I have found it best to let him have his moment. Besides, you have to admit that it is funny," he said with a grin.

_"__I'll give you that," _Ship said as Ratchet said, "In the event that Optimus can't?"

"Don't you mean Optimus and _Megatron?" _Fowler said.

"No one is thrilled about this arrangement, Agent Fowler," said Ratchet. "Myself included. "But with Optimus and Megatron together again-"

"Wait, Megatron was an Autobot?" said Jack at the same time Miko said, "Optimus was a 'Con?"

"No, on either account. There was a time before the Great War that Optimus Prime and Megatron were not sworn enemies," Ratchet said. "Remember when I said that Optimus wasn't always a Prime? Well, he wasn't always Optimus either. He was once a clerk in the Iacon Hall of Records named Orion Pax. However, as he learned more about Cybertron's past, he grew increasingly concerned about the corruption in the High Council, and inequality between the masses.

"Orion became inspired by the words of a gladiator, one who had named himself after one of the original Thirteen Primes, Megatronus. Megatronus vowed to challenge Cybertron's leadership and demand that all Cybertronians be treated as equals. This gladiator turned revolutionary rapidly gained a loyal following, Soundwave chief among them.

"Orion began corresponding with Megatronus, who became something of a mentor to him. As Megatronus left the gladiatorial ring for the political, he saw fit to shorten his name. Before long, Megatron appeared before the High Council, and proposed his vision for a just society. And it was here that he began to show his true colors, proclaiming the need to overthrow the old guard with force and to be named the next Prime.

"But Orion had not just been corresponding with Megatron. He had also been talking with Azmuth of the Galvan, and with Jor-El of the Kryptonians, who had installed in him the belief that violence was not a means of achieving justice. So he stepped forward and told of his vision, of a Cybertron where everyone would free to make their own choices and determine their own life. The spark and minds of the Council were moved by Orion's words. Here, for the first time since the Golden Age, stood one who was worthy of being a Prime. But, that honor could only be gained by earning the legendary Matrix of Leadership.

"His ambitions thwarted, Megatron spitefully severed all ties with Orion and the Council, and came to wage war on all who would oppose him through his growing number of followers, which he named Decepticons. He vowed to claim the Matrix for himself, wherever it may lie. In time, warfare consumed Cybertron, poisoning the planet to its very core.

"Orion journeyed there, hoping to reverse the ill-effects and found himself before the very spark of our life-giver, Primus himself. The ailing Primus sensed the innate nobility within Orion and bestowed the Matrix upon him. It was thus that a surprised and humble Orion Pax came to be Optimus, the last of the Primes."

Everyone was silent at the end of Ratchet's tale. Finally, Miko said, "So, Optimus got the Matrix from Cybertron's core, and he's going to give it to Earth's?"

"That's the general idea," Paradox said with a slight tilt of his mouth.

"So, what's to stop Megatron from claiming the Matrix for himself this time around?" Jack asked.

"Only his greater desire to save this planet, so that he may conquer it," answered Ratchet curtly.

"Yes," said Paradox, looking into the distance. "In this instance, the lord of the Decepticons can truly be trusted."

* * *

Megatron and Team Prime exited the passageway into a huge cavern. It was filled with pulsing veins, alight with a dim purple light. After examining their surroundings, Megatron said, "Unicron's spark is near."

"After you," said Arcee.

Megatron narrowed his optics, but proceeded across the vein, followed by the Autobots. Halfway across, Bulkhead moaned and stumbled.

**"****Are you okay?" **asked Bumblebee.

"Yeah," said the green Wrecker. "Just feeling a bit woozy."

Perceptor chose that moment to stumble a bit. "He's not the only one," he said.

"The Dark Energon," said Arcee. "It's starting to affect him."

**"****Wait a minute," **said Bumblebee. **"Why aren't the rest of us being effected? I can understand why Megatron is still standing, but what about us?"**

"You two have had some previous exposure to Dark Energon," Perceptor said, straightening up. "Thus, it will take longer for you or Arcee to be affected. As for Optimus, I imagine that the Matrix of Leadership grants him some immunity."

"Well, we better hurry," Bulkhead said, accepting Bumblebee's help to get up.

Suddenly, there was a loud rumbling noise, echoing throughout the cavern. "Stand ready," Megatron said, unsheathing his blade. "Unicron is preparing to expel us."

"How can you tell?" asked Arcee.

There was a sharp screech, and a host of purple lights lit up the room. Each of the lights came from a black squid-like creature that had one eye, and thin lines across its body that shone dimly. Each one had eight boneless appendages, and all were covered in dull spines.

"Because of that," Megatron deadpanned before they attacked.

The things rushed the Autobots and Megatron, forcing them to begin blasting with blasters, or in Perceptor's and Megatron's case, cannons.

"What are these things?!" cried Bulkhead.

"Since we are in Unicron's body," said Perceptor, unsheathing his blades, "I imagine that they are some kind of antibody to fight off intruders."

**"****Save the science for when we aren't being attacked!" **Bumblebee beeped, rapidly firing his blasters.

The swarm kept coming from all directions. A barrage of Energon shots drove them back, but prompted the antibodies to return fire. Fortunately, the red energy blasts weren't enough to pierce their armor.

Unfortunately, it wasn't enough to drive them away, and the swarm advanced closer. Optimus had to engage his blade and slice one that came too close.

Bumblebee was blasting away at the main body of the swarm, while Perceptor sliced at any antibody that came too close to the smaller Cybertronian.

Arcee flipped and jumped out of the way of the blasts. When one of the antibodies got close to her, she jumped on its back and forced it down to the next level, where a small portion of the lifeforms followed her.

Bulkhead was in his element, smashing and bashing, until another wave of dizziness overtook him. Stumbling a bit, he slipped and fell off of the vein. However, he managed to grab onto it before he fell.

Bumblebee saw this and grabbed onto the Wrecker's servo. **"Hold on!"** he said.

"Just let go!" cried Bulkhead. "I'll take you with me!"

"Just hold on!" said Perceptor. Then a wave of dizziness hit him. "Oh not now! Not now!"

As for the two leaders, they fought back to back, each one covering the other's blind spot. They moved almost in perfect sync, moving in dance-like motions, not letting even one of the antibodies get past their defenses.

Meanwhile, Bulkhead was still in trouble. Perceptor had recovered enough to blast the antibodies away from the scout, but Bulkhead was still in trouble of falling.

"Just let go, kid!" Bulkhead cried feeling his servo begin to slip.

**"****Never!" **the young scout cried defiantly.

Arcee was slicing more antibodies on her vein, when she saw Bulkhead beginning to fall. "Bulkhead!" she cried.

But before Bulkhead could fall out of reach, another servo grasped his own. "Not today," said Optimus, and hauled the Wrecker back up on the vein.

With the green Autobot out of harm's way, the group began to make their way towards Unicron's spark. Just before they left, Optimus called out, "Arcee!"

Arcee looked up when she heard her name called. Jumping from antibody to antibody, she made her way up to the rest of the group, and followed them in deeper.

* * *

"Fellow Decepticons," Airachnid said, "while our loyalty to Megatron's command has always been steadfast, our leader's current behavior has been questionable at best. And it seems that Earth has become nothing more than a failed experiment."

"Commander Airachnid," said Knockout. "You are not suggesting that we abandon Lord Megatron?"

"Despite Soundwave's best efforts, we have been unable to detect our master's signal," the spider-con said. "Megatron is permanently off-line, or is in the thrall of Unicron. Neither is in the best interests of the Decepticons. So, I am deeming an exodus to be the most prudent course of action." Airachnid smiled creepily. "Unless anyone has a problem with that?"

The Vehicons desperately tried not to make eye contact.

Airachnid turned to the helm. "Set a course for Regulon 4," she said.

That was when Soundwave turned to face the Decepticon femme.

"Got something to say, Soundwave?" asked Airachnid.

There was, predictably, no answer.

"Then step aside."

The silent 'Con didn't move.

"I command this vessel," she said. "You will resume your post."

Soundwave just stared at her.

"Step aside," she growled, as she transformed into her spider form. Swindle discreetly began taking bets among the Vehicons.

Soundwave played an audio track: _"Make me."_

Airachnid launched herself at the intelligence officer and swung both arms at him. He blocked both strikes and kicked her back. She got up and rushed him. He simply held out one long arm and pushed at her head, making her swing her arms harmlessly. When he got tired of that, he used her own momentum to swing her around to where she had started from.

"I'll tear out your spark for that!" she cried.

Soundwave held out one servo in a 'bring it on' motion.

Enraged, she rushed him, swinging her talons. The slender 'Con blocked every strike. A few minutes into this, Airachnid noticed something.

Soundwave's chest was bare.

She was then hit by Laserbeak, Soundwave's bird-like mini-con, who made a strafing run on her. This distracted her enough for his master to flip her over onto the floor, and put his pede on her.

"I yield," said Airachnid.

Soundwave stepped off of her and returned to his station, and Laserbeak returned to his chest. She slunk off the bridge, while Swindle started collecting his winnings.

"Watch out for the quiet ones," Knockout said to Breakdown.

GR-1F turned to TUK-3R. "Why do I have the feeling that the outcome should have been different?" he asked.

* * *

Back in the Autobot base, they too lost the signals of Team Prime.

"Communications are down as expected," said Ratchet. "But we have also lost their signals!"

Raf's eyes widened. "But doesn't that mean…?" he asked.

Paradox put a hand on the pre-teen's back. "They're fine," he said. "Their signals are being blocked by the electromagnetic nature of the realm they are in. It's nothing to worry about."

"But, if we can't track them, and they can't contact us…" said Raf.

"How are we going to know when they're ready for pick-up?" asked Miko.

Silence reigned in the base. Well, silent except for the metallic tapping of Jack tapping the key against the railing.

Ratchet turned and gasped. "Where did you get that?" he asked, optics on the key.

"Optimus gave it to me while Megatron was typing in the coordinates," Jack answered.

Ship tilted his head. _"But there wasn't enough time for that,"_ he said. _"It only took a few seconds, and Optimus only looked at you for a moment."_

"That was my doing." Everyone turned to look at Paradox. "Optimus had asked me to freeze time so that he would have enough to give Jack the Key to Vector Sigma."

Jack blinked. "I thought that this was the key to the groundbridge," he said.

Ratchet shook his helm. "Key to the groundbridge…" he said. "Jack, what you are holding is one of Cybertron's most valuable artifacts!"

Jack paled. "I… I shouldn't have this," he said, offering it to Ratchet.

Ratchet held his servos in protest. "Optimus entrusted it to you, Jack," he said.

"But that doesn't make any sense," Jack said. "I mean, _why_?"

Ratchet stilled. "Because he didn't plan on coming back," he said.

No one noticed that Paradox had disappeared.

* * *

Meanwhile, the group inside of the Earth's core had just reached the entrance to Unicron's spark. While they were attacking the multitude of antibodies in front of the opening, Megatron fell to his knees, Unicron's voice echoing inside of his processor. **"Megatron, do as I command. Destroy the Prime!"**

Megatron raised his blaster at Optimus… and shot the two antibodies that the Prime was facing.

Optimus turned to see his ancient foe get up shaking legs. "Megatron!" he cried, and ran over to the Decepticon warlord.

He pointed. "Unicron's spark lies just beyond," he said.

"How do we get in?" asked Optimus.

"We fool Unicron's defenses into thinking that you aren't a threat," Megatron said, putting an arm around the Prime's shoulder, as his body shone bright purple.

Optimus nodded. "Autobots," he said. "Guard the door."

The two leaders entered the spark chamber, and it closed behind them.

Bulkhead nodded. "We've got to hold fast!" he said. "For Optimus!"

* * *

Megatron and Optimus stood in front of Unicron's spark. It was a sickly purple, pulsing with a dull throbbing. Megatron turned to the Prime. "Swiftly, Optimus," he said.

Optimus stepped forward, opening his chestplates, the blue glow of the Matrix of Leadership seeping out. However, the dark spark released waves of energy, knocking Optimus off of his pedes.

When they hit Megatron, Unicron spoke in his head. **"Megatron, destroy the Prime! I command you!"**

For a moment, it looked like Megatron was going to do that. He raised his cannon arm and pointed it at Optimus. But then the Decepticon leader pulled the cannon away from his foe.

"Megatron is commanded by NO ONE!" he shouted with all of his strength.

* * *

The base began to shake.

"Earthquake!" cried Yuki.

"Take cover!" cried Ratchet. "Jack-"

"On it," he said as he activated the Ultimatrix and hit Humongosaur's hologram.

The base was filled with green light, and then a loud **"OW!"**

* * *

Megatron fought for control of his body, but Unicron was too strong. So, he did the only thing that would buy Optimus enough time.

He made one servo into a fist, and slammed it on the back of his helm. He dropped like a rock.

Optimus pulled himself to his full height. "Matrix of Leadership, I call upon you," he said.

**"****You cannot defeat me, disciple of Primus," **Unicron said, as he raised Megatron's body jerkily. **"I have transcended physical form. By my will alone, all who oppose me shall fall into chaos!"**

"Not while I function, Unicron!" Optimus cried, raising himself to his full height. Opening his chestplate, he cried with all his might, "Matrix of Leadership, light our darkest hour!"

Light began gathering inside of the crystal artifact resting in the Prime's chest cavity, as Unicron raised Megatron's cannon.

* * *

Paradox floated above the Earth, high in orbit, watching the turbulent planet below. Pulling out his pocket watch, he watched as the second hand ticked toward the twelve. And just before it hit it, he pressed the button.

A blue field surrounded the Earth.

* * *

The light from the Matrix hit Unicron's spark.

There was a sound like a small bell.

Then…

**_"_****_NOOOOOOOO!" _**cried Unicron, as the power of Primus and the preceding Primes assailed the dark being. The spark released a wave of power that knocked Optimus off of his pedes. And his spark vanished.

And all was silent.

* * *

On the planet's surface, things began to change. Storms calmed, quakes stopped, and tidal waves stopped where they were and vanished.

* * *

Paradox sighed, and allowed a small smile to grace his lips.

"The first one of your trials is done, Jack Darby," he said.

"Just the first?" Paradox's smile disappeared. He turned to see a blue police box floating in space beside him, most importantly at the man leaning inside the door.

"Hello, Doctor. Why are you here?" When his old friend came to call, that meant that the time stream was about to go down the drain.

The Doctor straightened up. "The _Others _are worried," he said.

The other time traveler shrugged. "What else is new?"

"No, as in worried worried. Hogswatchnight worried. Glass clock worried. _Reaper Man _worried."

Paradox paled. "They wouldn't…"

"They would, and you know it. Fortunately, we all know it. We can run interference for a while, long enough for you to hide yourself away."

Paradox shook his head. "I can't leave now, time is at a delicate state right now-"

"If you are referring to the next three weeks, your heroes can fend for themselves for that much time. Any time after that, the rest of us can fill in your shoes."

"But you're a television show here."

"I didn't specify me. You do have other friends. Speaking of friends, if you are going to hide, I advise seeing Celly."

"But that's the first place _They _look."

"Not for a while. An old friend is back. And _They _can't stand him."

"Who… oh." Paradox smiled. "Then I think I will see her. After I finish up here."

"Goes without saying," the Doctor said. "Well, I have to get going. See you later, Paradox. Allons-y!" With that he closed the door of his police box, and it disappeared.

With that done, Paradox teleported back to the Autobot base.

* * *

The first thing that Raf noticed was that there was no rubble littering the floor of the base.

He then looked up into eyes as big as he was.

He 'eeped' and jumped back as Jack in the form of Way Big shook his head. **"I swear this thing has a sense of humor,"** he said, shifting gingerly in the suddenly too small base. **"Could someone get this stuff off of my back?"**

Paradox took out his pocket watch, and clicked its button. Jack felt the weight on his disappeared, as it seemed to fall upwards. When the sensation had ceased, Paradox put away his watch. "I have restored the ceiling to its previous stability," he said. "It is safe for you to change back."

Jack tapped the Ultimatrix dial, and transformed back to human. "Did it work?" he asked.

Just then, the computer beeped, and the life signals of the Autobots appeared on screen.

"Yes!" cried Fowler, as he hugged June, who looked surprised. But not as surprised as Ship, who was hugged by Yuki. When the two huggers realized what they had done, they released the two. Fowler looked embarrassed, while Yuki narrowed her eyes and said, "Tell anyone about this, and you will die."

Ship gulped and said, "_My lips are sealed."_

* * *

Megatron groggily sat up, rubbing his helm. He smirked, seeing that Unicron's spark had vanished. He then looked at the prone form of Optimus Prime. "Teamwork, hm," he said to himself. He activated his sword, and raised it above the Prime, preparing to kill him. Just then, the Autobot groaned and sat up. "Where are we, Megatronus?" he asked.

Megatron's jaw dropped open. He sheathed his sword, and helped Optimus up. "You don't remember, old friend?" he asked.

Optimus looked confused. "Remember what? The last thing I remember was that we were going to the-"

Before he could finish, Bulkhead smashed through the wall with Arcee and Bumblebee behind him. "Optimus, are you okay?" he asked.

Optimus looked around. "Who's Optimus?" he asked.

"What did you do to him?!" Arcee cried.

"Who are they?" asked the red Cybertronian.

Just then, a groundbridge opened behind them.

_Impeccable timing as always, Soundwave, _Megatron thought. Out loud, he said, "Our mortal enemies! We're outnumbered! Go, I'll cover you!"

The Cybertronian, not remembering anything to the contrary, ran through the open vortex, while Megatron shot at the Autobots. But, he did not miss the look of sadness on the youngest bot's face.

And the bridge closed.

* * *

Back in the Autobot base, the groundbridge spun open, letting four Autobots out. The children and alien whooped and went over to greet their guardians and partners.

"Arcee!" cried Jack.

"I was worried, Bulk!" Miko said.

"Are you alright, Bee?" Raf asked.

"Don't scare me like that again, you overgrown magnifier," Yuki said, flying lazy circles around Perceptor's helm.

The rest of the beings there noticed someone missing. "Where's Optimus?" asked Ratchet. "Is he…?"

"Dead?" said Arcee. "No, but…"

"He looked at us like he didn't recognize us," Bulkhead said. "Didn't even recognize his own name."

Ratchet's optics widened. "When Optimus surrendered the Matrix of Leadership, he lost more than the wisdom of the Primes. He lost his own memories."

Silence covered the base.

* * *

On the _Nemesis, _the leader of the Decepticons stepped out of the vortex. Knockout stepped forward. "Welcome back, Lord Megatron," he said. He then saw who was behind him.

He yelped, catching the attention of every Decepticon on the bridge. Everyone froze when they saw Optimus Prime standing beside Megatron looking a bit dazed. Well, everyone except Breakdown, who deployed his hammer and moved in to attack. However, Megatron held out his servo. "At ease, Breakdown," he said. "That is no way to welcome a long lost comrade."

The blue 'Con stopped, looking perplexed. Megatron looked at the naive archivist, seeing a golden opportunity. "Orion Pax is one of us."

In the upper ceiling of the command center, an invisible watcher shivered. _This is not good, _he thought. _Not good at all._

* * *

Back on the wreckage of a certain ship, two rat-like aliens and one droid were poking around. "What are we doing here?" Ch'sefief asked.

F'ngbuarn shrugged. "Beats me," he said. "We have got the pieces of that cannon thing off, so I guess the boss is having us look around for anything else that is useful."

"Yeah, sure. Hey, what's this?"

F'ngbuarn looked to where his partner was pointing. In the remains of the engine room, there was a bunch of dark purple crystals on the floor. The rat picked one up. "Chee-Link, analyze," he said.

The droid shot a beam of yellow over the crystal. "Substance unknown," it reported. "Properties match all forms of the element known as 'Energon,' with differencing properties of…"

Ch'sefief tuned the rest of the droid's evaluation out. "We hit the jackpot?" he asked.

F'ngbuarn smiled. "You know what, old buddy? I think we have."

* * *

**_And there we go._**

**_Well, I'm back to writing, so here is what you should expect._**

**_I am going to be concentrating my work on Prime 10 until I am through the 'Orion Pax' saga. Then I am going to do a bit of work on Transformers: Starcrossed, or I might start on a new fanfic. Haven't decided._**

**_I don't feel like commenting much on this chapter, so yeah._**

**_Please review and comment._**

**_-Bibliothekar of the LibraryNexus_**


End file.
